TATA CLEANTECH CAPITAL LIMITED Annual Report 2018-19

TATA CLEANTECH CAPITAL LIMITED

Annual Report 2018-19

Corporate Information

Board of Directors

Mr. Vittaldas Leeladhar Ms. Padmini Khare Kaicker Mr. Rajiv Sabharwal Mr. Pradeep C. Bandivadekar Mr. Manish Chourasia

Chief Financial Officer Mr. Behzad Bhesania

Statutory Auditors

B S R & Co., LLP

Registered Office

11th Floor, Tower A, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013

Corporate Identification Number

U65923MH2011PLC222430

Contents

Board’s Report

1

Financial Statements

Independent Auditors Report 52

Financials for FY 2018-19 65

BOARD’S REPORT

To the Members, The Board has pleasure in presenting the Eighth Annual Report and the Audited Financial Statements of the Company for the Financial Year (“FY”) ended March 31, 2019. 1. BACKGROUND

Tata Cleantech Capital Limited (“Company” or “TCCL”) is registered with the Reserve Bank of India (“RBI”) as a Systemically Important Non-Deposit Accepting Non-Banking Financial Company, engaged in the business of providing finance and advisory services for projects in Renewable Energy, Energy Efficiency, Waste Management, Water Management and cash flow based Infrastructure Projects. TCCL is a joint venture between Tata Capital Limited (“TCL”) and International Finance Corporation (“IFC”), Washington D.C., USA, with equity holding in the ratio of 80.50:19.50. The Company has been registered with the RBI as an Infrastructure Finance Company since October 15, 2015. The Company is headquartered in Mumbai and operates from 5 locations spread across Mumbai, Delhi, Chennai and Hyderabad.

2. INDUSTRY OVERVIEW AND OUTLOOK

In India, the installed capacity of Renewable Energy (“RE”) comprising wind, solar and small hydro power has grown at a compounded annual growth rate of about 19% per annum over the last five years. While the sector has demonstrated strong growth between FY 2014 to FY 2018, the growth rate slowed down in FY 2019 with installed capacity increasing by only about 9.4% i.e. as on February 28, 2019. This trend is expected to continue in the near future, on account of certain headwinds facing the industry, as summarized below:

Regulatory uncertainly characterized by cancellation of auctions by the Central and State Government agencies citing high tariffs and the Government move towards capping of tariffs as well as imposition of safeguard duties on solar components, impacted investor sentiments during the year.

Volatility in currency exchange rates impacted the project economics specially in case of solar projects based on imported modules.

Higher cost of borrowings during the year.

Aggressive bidding in earlier years resulting in select industry players adopting a more cautious stance, in order to protect their margins.

Constraints in power transmission and evacuation infrastructure. In addition, the RE industry is going through a phase of consolidation, marked by increasing mergers and acquisitions and the average project sizes are also going up. The industry is expected to fall short of the Government of India target of 160 GigaWatt (“GW”) of installed capacity across wind and solar by 2022. On the basis of CRISIL's projected capacity growth of nearly 60 GW across wind and solar power over the period FY 2020 to FY 2023, TCCL estimates that the sector would require aggregate

investment of about ₹ 3 trillion, of which more than ₹ 2 trillion is expected to be required in the form of debt. In addition, TCCL expects lending opportunities for refinancing of the debt of the existing renewable energy projects.

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Rooftop solar is now emerging as a significant growth opportunity. While at present, the installed capacity of rooftop solar stands around 3.5 GW, it is expected to grow at a faster pace, driven by favourable economics as compared to grid tariffs, especially in the industrial and commercial sectors. More than 20 states have put in place dedicated solar policies and net / gross metering regulations to enable scaling up and adoption of grid connected rooftop solar system. The Micro, Small & Medium Enterprise (“MSME”) segment has enormous untapped rooftop solar potential. The MSME sector is one of the key pillars of the Indian economy. The sector has witnessed steady growth over the past few years and it accounted for 29% of the Country’s Gross Domestic Product and created 111 million jobs, according to the Annual Report of FY 2017-18 of the Ministry of MSME. This sector is also one of the largest consumers of energy in the economy, accounting for about 25% of the total energy consumed in the industrial segment. The Government of India has implemented several policies to encourage MSME sector to adopt energy-efficient processes and alternative energy solutions.

While the Government of India targets for solar rooftop of 40 GW by 2022, it may be difficult to achieve and TCCL estimates that the solar rooftop capacity is likely to touch

10-12 GW by 2022, requiring an aggregate investment of ₹ 400 - 500 billion.

In addition to the renewable energy sector, emerging cleantech sectors such as energy efficiency, electric vehicles and electric mobility are also expected to gain traction in the coming years. Though, at present these sectors are at nascent stage, the continued technological advancements in these areas is expected to translate into significant investment opportunities over the medium term of 4-5 years.

Besides the renewable energy and cleantech sector, other infrastructure sectors such as roads and highways, power transmission, water management and logistics are also expected to see good growth. In the roads sector, under Phase I of the Bharatmala Pariyojna, which is the flagship program of the Government of India for development of

roads and highways across the Country, an estimated investment of ₹ 5.35 trillion is

targeted over a period of 5 years from FY 2018-2022, out of which, ₹ 1.40 trillion is budgeted for investment by the private sector under Public Private Partnership models such as construction / upgradation of roads under Hybrid Annuity Model (“HAM”) and monetization of operational highways through the Toll-Operate-Transfer (“TOT”) model.

This is expected to lead to lending opportunity of about ₹ 30 billion over the next two years, as per TCCL’s estimates.

The Power Transmission is another sector which is high on the priority list of the Government of India as it is a vital element in the electricity value chain. As per TCCL’s

estimates, this sector is expected to offer lending opportunity of about ₹ 23 billion over the next two years.

Similarly, significant opportunities are expected in Water Management segment, especially in the areas of waste water treatment and water desalination. TCCL estimates

debt funding opportunity of over ₹ 45 billion in respect of projects likely to be awarded as a part of National Mission for Clean Ganga plan in the next two years.

The Indian banking system may not be in a position to adequately meet the large financing requirements of the Indian cleantech and other infrastructure sectors, on account of the continued elevated levels of Non-Performing Assets (“NPA”) and consequent provisioning requirements, as a result of which, several banks in the public sector are constrained for capital and continue to be under the Prompt and Corrective Action framework of RBI, which places restrictions on incremental lending by such banks. This is expected to provide opportunity to select private sector banks as well as infrastructure focused Non-Banking Financial Company (“NBFC”) like TCCL to address

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the large financing requirement of the sector. Further, a number of global institutional investors and private equity funds are looking towards investing in the cleantech sector in India, however, they need reliable Indian partners having the requisite expertise and experience in this segment owing to various sector and Country specific complexities. TCCL is uniquely positioned to capitalize on this opportunity by intermediating fund flows from domestic and international capital markets to cleantech sector in India, providing avenues for profitable growth, through underwriting, syndication, debt management and advisory services.

3. FINANCIAL RESULTS

3.1 The performance of the Company for Financial Year ended March 31, 2019 is, summarized

below:

(₹ in crore)

3.2 During FY 2018-19, the Company disbursed loans amounting to

₹ 3,247 crore (FY 2017 -18: ₹ 2,229 crore), representing an increase of 46%. The

Company’s loan portfolio stood at ₹ 4,910 crore as on March 31, 2019

(FY 2017 -18: ₹ 3,089 crore), representing an increase of 59%. The Cost to Income ratio in FY 2018 -19 was 20.7% as compared to 17.6%, in FY 2017 -18. The asset quality was stable with no NPA, as on March 31, 2019.

Particulars FY 2018-19 FY 2017-18

Gross Income

(Including net gain on fair value changes)

433.12 272.10

Less:

Finance Costs 248.53 132.72

Net loss on fair value changes - -

Impairment of investment in Associates - -

Impairment on Financial Instruments 7.98 5.20

Employee Benefits Expense 20.62 16.19

Depreciation, Amortisation and Impairment 0.23 0.24

Other expenses 18.39 8.80

Profit Before Tax 137.37 108.95

Less: Provision for Tax 35.19 32.28

Profit After Tax 102.18 76.67

Other comprehensive income 0.83 2.35

Less: Tax on other comprehensive income 0.31 0.82

Other comprehensive income after tax 0.52 1.53

Less: Non-controlling interest - -

Total comprehensive income for the year 102.70 78.20

Amount brought forward from previous year 85.82 40.04

Amount available for appropriation 188.52 118.24

Appropriations:

Special Reserve Account 35.58 32.42

Debenture Redemption Reserve - -

Interim Dividend on Equity Shares (Including Tax on Dividend)

- -

Surplus carried to Balance Sheet 152.94 85.82

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3.3 Gross Income increased by 59% and stood at ₹ 433.1 crore (FY 2017-18: ₹ 272.1 crore).

Interest expense increased by 87% to ₹ 248.5 crore in FY 2018-19, from ₹ 132.7 crore in FY 2017-18.

3.4 Total Income (Net Interest Margin plus Other Revenue) of the Company increased by

32.3% from ₹ 138.5 crore in FY 2017-18 to ₹ 183.3 crore, in FY 2018-19. Net Interest Margin as a percentage of average assets stood at 4.2% for FY 2018 -19. The Total

Income included the Income from Investments and Fee Income of ₹ 0.8 crore and

₹ 11.5 crore, respectively, for FY 2018-19.

3.5 Operating Cost increased by 109% from ₹ 8.8 crore in FY 2017-18 to ₹ 18.4 crore in

FY 2018-19. Manpower expenses for FY 2018-19 were ₹ 20.6 crore as against

₹ 16.2 crore in FY 2017 -18, an increase of 27%.

3.6 The Company’s Net Profit After Tax (“NPAT”) for the year increased by 33% from ₹ 76.7

crore in FY 2017 -18 to ₹ 102.2 crore in FY 2018 - 19.

3.7 As required under Section 45-IC of the Reserve Bank of India Act, 1934, 20% of the profits

are required to be transferred to a Special Reserve Account. An amount of ₹ 20.44 crore

(FY 2017-18: ₹ 15.81 crore), being 20% of the profits, has been transferred to the said

Reserve and ₹ 15.14 crore (FY 2017-18: ₹ 16.61 crore) has been transferred to the Special Reserve Fund pursuant to Section 36(1)(viii) of the Income Tax Act, 1961, for FY 2018-

19. An amount of ₹ 152.94 crore has been carried to the Balance Sheet as Surplus. 4. SHARE CAPITAL

The Authorised Share Capital of the Company is ₹ 500 crore comprising 500,000,000

Equity Shares of ₹ 10/- each. During FY 2018-19, the Company raised funds by issuing 3,22,58,064 Equity Shares of

₹ 10/- each, at a premium of ₹ 21/- per share, on a Rights basis, to TCL and IFC. As a consequence of the aforesaid issuance, the Issued, Subscribed and Paid-up Equity Share

Capital of the Company as on March 31, 2019, was ₹ 388.01 crore, consisting of

38,80,15,639 Equity Shares of ₹ 10/- each, which was held by TCL and IFC, in the ratio of 80.5:19.5, respectively.

5. DIVIDEND

In order to conserve the resources of the Company and considering the Business Plan of the Company, the Board of Directors have not recommended any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2019.

6. REVIEW OF BUSINESS OPERATIONS During FY 2018-19, the Company has surged ahead and consolidated on the strong foundations laid over the past three years. This is reflected in the accelerated growth of business of the Company across solar, wind, small-hydro including energy efficiency, water management coupled with other infrastructure sectors, such as roads and transmission. The Company’s asset book has grown by 59% in FY 2018-19, to

₹ 4,910 crore. The Company’s loan portfolio consists of projects in the areas of Wind Energy, Solar Energy, Rooftop Solar and other cleantech sector comprising 83% of the asset book. The balance portfolio consists of projects in the areas of Transmission, Roads and Other Infrastructure sector. Of the total loan portfolio, 84% of the asset book

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comprises operational projects whereas the balance portfolio comprises under-construction / partially commissioned projects.

The Company has successfully diversified its liability sources by leveraging its relationships with global investors. The Company has secured $ 100 million line of credit for funding solar rooftop projects from the Green Climate Fund as well as raised a maiden

green bond subscription of ₹ 180 crore from FMO (Legal Name of FMO - “Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.).

TCCL deepened its footprint in the Techno Commercial advisory services by securing some of the prestigious advisory projects such as project in consortium with Swansea University of UK for commercialization of next generation solar PV technology, GIZ (commissioned by German Federal Ministry for Economic Cooperation and Development) sponsored program for developing innovative models to promote solar rooftop in commercial and industrial clusters of Delhi. During the year, TCCL also started providing Environment and Social due diligence services and successfully undertook projects for Vestas and Powerica Group. TCCL also engaged with Tata AutoComp Systems Private Limited for advisory services for optimal power procurement strategy.

Apart from above, TCCL was able to also execute a few marquee assignments including Mergers & Acquisitions advisory for 36 Mega Watt (“MW”) solar project for Canadian Solar and structured financing for 300 MW wind project of Alfanar Energy.

In addition to the above, in FY 2018-19, TCCL continued to enhance its business volumes in the risk distribution vertical. It concluded debt syndication for groups like Jakson, Greenko, EDF-SITAC, BVSR Constructions and HG Infra.

In FY 2018 - 19, based on the pioneering work being done by TCCL in the area of climate finance, TCCL was awarded as the ‘Best RE Financier of the Year’ by India Cleantech Investment and Finance Week 2018.

7. FINANCE

During FY 2018 -19, the Company met its funding requirements through a combination of Short Term debt (comprising Commercial Papers, Inter Corporate Deposits and Bank Loans) and Long Term debt (comprising Non-Convertible Debentures (“NCDs”), Loans from Financial Institution and Bank Loans).

During FY 2018-19, the Company issued Secured Redeemable NCDs aggregating

₹ 255 crore (face value) on a private placement basis.

The aggregate debt outstanding as at March 31, 2019 was ₹ 4,284.1 crore (of which,

₹ 2,686.9 crore was payable within one year). The Debt / Equity ratio as on March 31, 2019 was 5.02 times. The Company has been regular in servicing all its debt obligations.

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8. CREDIT RATING

During the year under review, the rating agencies upgraded the ratings and reaffirmed / issued the ratings to the Company, as under:

Rating Agency Rating Nature of Securities/Instrument

CRISIL CRISIL AAA/Stable Bank Loan

CRISIL AND CARE CRISIL AAA / Stable and CARE AAA; Stable

Secured NCDs on a private placement basis and Subordinated Debt

CRISIL / ICRA CRISIL A1+ and ICRA A1+ Commercial Papers

9. RISK MANAGEMENT

Risk Management is an integral part of the Company’s business strategy with focus on building risk management culture across the organisation. The Risk Management oversight structure includes Committees of the Board and Senior Management Committees. The Risk Management process is governed by the Comprehensive Enterprise Risk Management Framework which lays down guidelines for Risk identification, assessment and monitoring as an ongoing process that is supported by a robust risk reporting framework. It entails establishment of robust systems and processes within the Enterprise Risk Management Framework to mitigate risks effectively. Risk Management at the Company covers Credit Risk, Market Risk, Operational Risk, Fraud Risk and other risks, such as compliance risk, reputation risk, etc. The Risk Management Practices of Tata Capital are compliant with ISO 31000:2009, which is the International Standard for Risk Management that lays down Principles, Guidelines and Framework for Risk Management in an organization. The Risk Management Committee (“RMC”) of the Board assists the Board in its oversight of various risks mentioned above. The RMC reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposures related to specific issues and provides oversight of risk across the organization. The Credit Risk management structure includes separate credit policies and procedures for various businesses. The risk policies define prudential limits and portfolio criteria, borrower assessment criteria and exceptional approval metrics in line with the Credit Policy of the Company. Concentration Risk is managed by analyzing counter-party, industry sector, geographical region, single borrower and borrower group. While the Credit Committee approves counter-party credit exposure and recommends exposures to the Investment Credit Committee of the Board for proposals above certain limits in line with the Delegation of Power and Authority assigned by the Board of Directors, the Credit Monitoring Committee primarily focuses on post sanction monitoring by periodic review of exposures to proactively identify risks and to take necessary corrective steps on time. Periodic scenario analysis of the credit portfolio is conducted and necessary corrective measures are implemented. Management of Liquidity (Asset Liability and Interest Rate) and Market Risk is carried out using quantitative techniques, such as sensitivity and stress testing. The Finance and Asset Liability Supervisory Committee reviews liquidity risk and the interest rate risk profile of the organization on a regular basis. The Company has a Board approved Operational Risk Management framework. Ongoing monitoring of Key Risk Indicators (“KRI”), corrective actions are implemented on KRI exceptions. An oversight committee of Senior Management representatives viz. the

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Operational Risk Management Committee, meets periodically to review the operational risk profile of the organization.

Risks associated with frauds are mitigated through a Fraud Risk Management framework. A Fraud Risk Management Committee (“FRMC”) comprising representatives of the Senior Management, reviews matters relating to fraud risk, including corrective and remedial actions as regards people and processes. Tata Capital has adopted a “Framework for Improving Critical Infrastructure Cyber Security” published by the National Institute of Standards & Technology and complies with the regulatory guidelines. Various measures are adopted to effectively protect against phishing, social media threats and rogue mobile systems.

10. INTERNAL CONTROL SYSTEMS

The Company’s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Company’s internal controls, including its systems and processes and compliance with the regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of the internal controls in the Company. The Company’s internal control system is commensurate with its size and the nature of its operations.

11. INTERNAL FINANCIAL CONTROLS

The Management had reviewed the design, adequacy and operating effectiveness of the Internal Financial Controls of the Company, broadly in accordance with the criteria established under the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission (“COSO”). Entity Level Control framework document based on COSO 2013 framework has been documented. The documentation of process maps, key controls, standard operating procedures and risk registers has been completed for all businesses and functions. Further, during FY 2018-19, Management testing has been conducted on a sample basis for all key processes. The Internal Audit team has also conducted a review of the Internal Financial Controls. Remedial action has been taken or agreed upon with a finite closure date for controls where weaknesses were identified. There are no material unaddressed internal financial controls related observations outstanding as at March 31, 2019. Based on the above, the Board believes that adequate Internal Financial Controls exist and are effective.

12. INFORMATION TECHNOLOGY SUPPORT

Information Technology (“IT”), after having achieved stability in the core systems and close to total automation of all the business processes, is now moving to a Transformation and Leadership phase. The focus will be on the use of data analytics and digitalization as strategic levers for achieving business objectives and improving employee productivity. Some key projects that had been initiated would be completed in the next financial year and would transform the IT landscape. The Company has moved its data centre and key

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software assets to the cloud to achieve scalability and elasticity to support its business growth at optimum costs. The Company will also enhance its Digital platform, covering all aspects of Social, Mobility, Analytics and Cloud. Use of Robotic Process Automation, Artificial Intelligence and Machine Learning will also be a key focus area to drive business growth, automate processes, improve productivity and enhance customer experience. The Company has invested in the Data Lake project to support a data driven culture. The IT Team has also taken the ownership of driving Business Continuity Plan strategy for the Company as required by the RBI. During FY 2017-18, the RBI had issued the ‘Master Direction – Information Technology Framework for the NBFC Sector’ (“IT Master Directions”) on June 8, 2017 and all NBFCs were required to comply with these IT Master Directions by June 30, 2018. Accordingly, for adequate IT Governance, the Company, inter alia, adopted an Information Technology Policy, Information Security Policy and Cyber Security Policy and has also constituted an Information Technology Strategy Committee. During FY 2018-19, the Company has complied with all the requirements of the IT Master Directions and the same has been certified by Deloitte Touche Tohmatsu India LLP.

13. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nurture this asset. TCCL had 61 permanent employees as at March 31, 2019. Creating a Culture of Happiness has been one of the key strategic objectives and with this objective in mind, Tata Capital launched the ‘Happiness+’ initiative from FY 2018-19 onwards. Tata Capital believes that building an atmosphere of openness and transparency, continuous learning and living Tata Capital’s values are integral steps in this direction. Some of the other essential elements include deploying various employee wellness and engagement initiatives, promoting Connectedness at Work and having a strong Stakeholder and Customer Focus in all that Tata Capital does. In Tata Capital’s journey of creating a happy environment, a mechanism to measure the happiness levels amongst employees was essential. The first Tata Capital Happiness at Work Survey 2018, was conducted in October 2018, in partnership with Delivering Happiness. In TCCL, the response rate for the survey was overwhelming for about 90%. Tata Capital’s Happiness Index is 6.2, which is in the top 30% of the scores. This survey is an important step in the Tata Capital’s journey to create a more positive and happy work environment. Tata Capital received the ‘Best Employee Engagement in Non-Banking Sector Award’ at the Employee Engagement Leadership Awards 2018 organized by Kamikaze.

Tata Capital’s mission on creating a high performance culture has been further strengthened through areas like building a capability model (identification of critical competencies), nurturing talent through interventions such as mentoring, competency based training programs and cross functional projects. The Learning & Development (“L&D”) initiatives are focused on enhancing the functional and behavioural competencies of its employees through interventions, such as Executive Development Programs, e-learning and various classroom based training programs. Tata Capital was awarded the 2nd Runner up for Leading Practices in L&D – People First HR Excellence Awards 2018 and the Best Virtual Learning Program by TISS – Leapvault 2018.

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14. CORPORATE SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (“CSR”) is deeply rooted in the Tata Group’s business philosophy. The Group companies have a sense of responsibility towards making use of their existing resources and knowledge to not only make profits, but, also solve social and environmental issues. The Company shares the Group’s belief that our society can truly progress if every individual is included and empowered in the story of development. To guide us in this journey, the Company has defined a CSR policy which outlines the thrust areas of development viz. Livelihood and Employability, Health, Education and Environment, as adopted by the CSR Committee and the Board of Directors of the Company and which is available on the Company’s website, www.tatacapital.com. As per the provisions of Section 135 of the Companies Act (“Act”), the Company has constituted a CSR Committee.

In FY 2018-19, the CSR budget of the Company was ₹ 150.40 lakh, this being 2 percent of the average net profit of the Company, in the three immediately preceding financial years, calculated as per Section 198 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The budget was spent towards projects and programmes, covered under Schedule VII to the Act, as recommended by the CSR Committee of the Board and approved by the Board of Directors. To conceptualise and implement the projects, the Company follows a robust process, including appraising and selecting technically sound NGOs, planning the project based on baseline assessment, creating a project plan for implementation and monitoring and evaluation mechanisms. This helps to bring the desired positive and measurable results for the target beneficiaries. The Annual Report on CSR activities is annexed herewith as Annexure ‘A’. Additionally, the Company adheres to the Tata Group’s Tata Affirmative Action Programme based on the framework defined by Confederation of Indian Industries. The framework focusses on upliftment of Scheduled Castes and Scheduled Tribes and identifies 4Es as key areas of development i.e. Education, Employability, Employment and Entrepreneurship. In addition to the 4Es, the Company also adheres to ‘Essentials’ as another category, to provide for basic services like shelter, water and electricity.

15. COMPLIANCE

During FY 2018-19, the Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Directions – Non-Banking Financial Companies – Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, as amended from time to time. With respect to provisioning of Non-Performing Assets (“NPA”), the Company follows stricter norms than those prescribed by RBI. The Capital to Risk Assets Ratio of the Company is 16.1% as on March 31, 2019, which is more than the prescribed minimum of 15.00%. During the year under review, the Company has Nil NPA. During FY 2018-19, consequent upon the resignation of Ms. Shivangi Rajpopat as the Company Secretary and Compliance Officer of the Company: i. Mr. Behzad Bhesania was appointed as the Compliance Officer of the Company

pursuant to the Master Directions - Non-Banking Financial Companies – Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, as amended from time to time, with effect from February 1, 2019; and

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http://www.tatacapital.com/

ii. Ms. Archana Arote, Manager – Secretarial and Compliance, was appointed as the Compliance Officer of the Company as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, with effect from February 1, 2019.

16. DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

17. REGULATORY ACTION

There are no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

18. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate, giving of guarantees or providing security in connection with loans to any other bodies corporate or persons and acquiring by way of subscription, purchase or otherwise, the securities of any other body corporate, are not applicable to the Company, since the Company is an NBFC.

19. DISCLOSURE OF GREEN BONDS ISSUED BY THE COMPANY The Company has raised ₹180 crores (~$25 million) through its maiden green bond with a tenor of five years, from FMO (Nederlandse Financierings - Maatschappij voor Ontwikkelingslanden N.V.), the Netherlands based Development bank during the financial year 2018-19. The Green Bonds are listed on the National Stock Exchange of India Limited. The bonds have been rated CRISIL AAA/ Stable and the proceeds of the bond will be exclusively applied to finance eligible Green Projects. The green bond market plays a key role in funding projects that contribute to environmental sustainability. Like FMO, TCCL too is committed to mobilize green investments in India’s sunrise sectors, with the overall objective to be a contributor to achieving India’s Nationally Determined Contribution (NDC) and Sustainable Development Goals (SDG) targets towards climate change. Use of Proceeds: This maiden green bond issue has financed eligible green projects in the renewable energy space. TCCL’s portfolio mainly consists of large project finance investments in renewable energy sectors like wind and solar. Having a strong renewable energy portfolio, the funds raised through green bonds can be appropriately utilised to confirm with the green bond principles.

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Management of Proceeds: The proceeds from the Bonds were used to finance the following projects.

Sr. No.

Project Entity Project Location

Sector Capacity

(in MW)

Estimated Positive

E&S Impact* - CO2

Emissions

Reduction

Amount Outstanding as on March 31, 2019

(₹ in crore) 1 Clean Solar

Power Karnataka Solar 220

(20.54 PLF) 374867 tCO2/yr

(0.947 t CO2/MWh) 96.70

2 Surajkiran Renewable

Telangana Solar 57.5 (19.47 PLF)

92679 tCO2/yr (0.947 t CO2/MWh)

87.70

Total 184.40**

* IMPACT: Through financing solar power plants, these bonds contribute to a positive environmental impact. The total CO2 emission reduction for individual projects have been calculated based on methodology defined by Central Electricity Authority, Ministry of Power, Government of India in the document ‘CO2 Baseline Database for the Indian Power Sector User Guide Version 13.0 June 2018’ by capturing project CUF estimates, installed project capacity and resultant annual unit generation. ** ₹ 180 crore was financed from the Green Bond issuance.

20. DIRECTORS

Mr. Rajiv Sabharwal (DIN: 00057333) was appointed as a Non-Executive Director of the Company, with effect from April 1, 2018. Based on the recommendation of the Nomination and Remuneration Committee (“NRC”) of the Company and in terms of the Shareholders Agreement between the Company, TCL and IFC dated November 19, 2011, the Board of Directors approved the appointment of Dr. Ajay Mathur (DIN: 07490468), a nominee of IFC, as an Additional Director and Non-Executive Director of the Company, with effect from May 1, 2019. The said appointment was approved by the RBI vide its letter dated April 4, 2019. Dr. Mathur holds office upto the ensuing Annual General Meeting (“AGM”) and is eligible for appointment as a Director. The Board of Directors of the Company and the Members of the Company had approved the appointment of Mr. Vittaldas Leeladhar (DIN: 02630276) as an Independent Director of the Company, for an initial term of five years, with effect from June 30, 2014. The current term of Mr. Leeladhar as an Independent Director of the Company, would come to an end on June 29, 2019. Accordingly, based on the recommendation of the NRC, the Board of Directors had, subject to the approval of the Members of the Company at the ensuing AGM, approved the re-appointment of Mr. Leeladhar, as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term commencing from June 30, 2019 till December 7, 2021. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rajiv Sabharwal (DIN: 00057333) Non-Executive Director is liable to retire by rotation at the ensuing AGM and is eligible, for re-appointment. The Members of the Company may refer to the accompanying Notice of the AGM for the brief Resumes of Dr. Mathur, Mr. Leeladhar and Mr. Sabharwal.

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Pursuant to the ‘Fit and Proper’ Policy adopted by the Company under the Master Direction – Non Banking Financial Company – Systemically Important Non-Deposit taking and Deposit taking Company (Reserve Bank) Directions, 2016 (“RBI Master Directions”), the Company has received the ‘Fit and Proper’ declarations from Dr. Mathur, Mr. Leeladhar and Mr. Sabharwal for their respective appointment / re-appointment as Directors of the Company, which have been taken on record by the NRC. The Company has received declarations from the Independent Directors viz. Mr. Leeladhar (DIN: 02630276) and Ms. Padmini Khare Kaicker (DIN: 00296388) stating that they meet the criteria of independence as provided in Section 149(6) of the Act.

21. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance and of the individual Directors (including the Chairman) as well as an evaluation of the working of all the Committees of the Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be. The Guidance Note on Board Evaluation (“Guidance Note”) issued by Securities and Exchange Board of India (“SEBI”), had encouraged companies which were not covered under Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) to follow the criteria mentioned in the Guidance Note. The Board of the Company followed the said criteria recommended under the Guidance Note for evaluating the performance of the Board as a whole, Committees of the Board, Individual Directors and the Chairman. The criteria for evaluation of the Board as a whole, inter alia, covered parameters such as Structure of the Board, Meetings of the Board and Functions of the Board. The criteria for evaluation of Individual Directors covered parameters such as details of professional qualifications and prior experience relevant to the Company, knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc.

The feedback of the Independent Directors on their review of the performance of the Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company and their assessment of the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board was taken into consideration by the Board in carrying out the performance evaluation.

22. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE

COMPANY

The NRC develops the competency requirements of the Board based on the industry and the strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board. Besides the above, the NRC ensures that the new Directors are familiarised with the operations of the Company and endeavours to provide relevant training to the Directors. In accordance with the provisions of Section 178 of the Act, the Board of Directors have adopted a Policy on Board Diversity and Director Attributes and a Remuneration Policy.

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The Policy on Board Diversity and Director Attributes, has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board and to have in place, a transparent Board nomination process. Further, the Policy on Board Diversity and Director Attributes had been amended to change the name of ‘Tata Sons Limited’ to ‘Tata Sons Private Limited’, wherever it appears in the said Policy. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust.

The Remuneration Policy aims to ensure that the level and composition of the

remuneration of the Directors, Key Managerial Personnel and all other employees is

reasonable and sufficient to attract, retain and motivate them to successfully run the

Company.

Salient features of the Remuneration Policy, inter alia, includes:

Remuneration in the form of Sitting Fees and Commission to be paid to Independent

Directors and Non-Independent Non-Executive Directors, in accordance with the

provisions of the Act and as recommended by the NRC;

Remuneration to Managing Director / Executive Directors / Key Managerial Personnel

and all other employees is reasonable and sufficient to attract, retain and motivate them

to run the Company successfully and retain talented and qualified individuals suitable

for their roles, in accordance with the defined terms of remuneration mix or

composition; and

No remuneration would be payable to Directors for services rendered in any other

capacity unless the services are of a professional nature and the NRC is of the opinion

that the Director possesses requisite qualification for the practice of the profession and

approval of the Central Government has been received, if required, for paying the

same.

During FY 2018-19, the Remuneration Policy was amended to, inter alia, include a change in the Compensation Philosophy and also include an additional component of compensation for individuals in key roles that have a significant impact on the growth and sustainability of the Company, i.e. Long Term Incentive Plan, in the form of Employee Stock Options or any other equivalent instrument, in the terms of remuneration mix or composition of the Managing Director / Executive Directors / Key Managerial Personnel / all other employees. The Policy on Board Diversity and Director Attributes as also the Remuneration Policy of the Company are made available on the Company’s website, www.tatacapital.com. The Company has also adopted a ‘Fit and Proper’ Policy for ascertaining the ‘fit and proper’ criteria to be adopted at the time of appointment of Directors and on a continuing basis, pursuant to the RBI Master Directions for NBFCs. The Company has received the ‘Fit and Proper’ declarations from all the Directors of the Company in April 2019, which have been taken on record by the NRC.

23. KEY MANAGERIAL PERSONNEL

Mr. Manish Chourasia, Managing Director and Mr. Behzad Bhesania, Chief Financial Officer, are the Key Managerial Personnel (“KMP”) of the Company.

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During the year under review, Ms. Shivangi Rajpopat ceased to be the Company Secretary and Compliance Officer of the Company, with effect from the close of business hours on January 31, 2019.

24. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2018 -19. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards and

guidance provided by The Institute of Chartered Accountants of India have been followed and that there are no material departures thereof;

b) they had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and cash flows of the Company for the year;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Ind AS from April 1, 2018, with effective transition date as April 1, 2017. These Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. The transition was carried out from Accounting Principles generally accepted in India i.e. Indian Generally Accepted Accounting Principles (“I GAAP”) as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to Ind AS. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in the Notes to the Financial Statements.

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25. CORPORATE GOVERNANCE

Company’s Philosophy on Corporate Governance The Company recognizes its role as a corporate citizen and endeavours to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, Government and others. The Company’s activities are carried out in accordance with good corporate practices and the Company is constantly striving to better these practices by adopting the best practices. The Company believes that governance practices enable the Management to direct and control the affairs of the Company in an efficient manner and to achieve the Company’s goal of maximising value for all its stakeholders. The Company will continue to focus its resources, strengths and strategies to achieve its vision of becoming a leading financial services company in India, with a global footprint, while upholding the core values of transparency, integrity, honesty and accountability, which are fundamental to Tata companies. As a part of the Tata Group, the Company has a strong legacy of fair, transparent and ethical governance practices. The Corporate Governance philosophy is further strengthened with the adherence to the Tata Business Excellence Model as a means to drive excellence, the key performance metrics for tracking progress on long-term strategic objectives and the Tata Code of Conduct (“TCOC”), which articulates the values, ethics and business principles and serves as a guide to the Company, its directors and employees, supplemented with an appropriate mechanism to report any concern pertaining to non-adherence to the TCOC. In addition, the Company has adopted a Vigil Mechanism, a Fair Practices Code, an Affirmative Action Policy, a Policy against Sexual Harassment in the Workplace, a Fit and Proper Policy for ascertaining the fit and proper criteria of the Directors at the time of appointment and on a continuing basis, a Policy on Board Diversity and Director Attributes, a Code of Conduct for Non-Executive Directors, Internal Guidelines on Corporate Governance, an Occupational Health and Safety Management System and an Anti-Bribery and Anti-Corruption (“ABAC”) Policy . During FY 2018-19, the Company has revised the Code of Conduct for Prevention of Insider Trading and the Code of Corporate Disclosure Practices, to align it with the amendments made in the SEBI (Prohibition of Insider Trading) Regulations, 2015. TCL has signed the Tata Brand Equity and Business Promotion (“BEBP”) Agreement with Tata Sons Private Limited on behalf of its subsidiaries, including TCCL, for subscribing to the TATA BEBP Scheme. The Company abides by the TCOC and the norms for using the Tata Brand identity.

a) Board of Directors

The Board of Directors, alongwith its Committees, provides leadership and guidance to the Company’s Management and directs, supervises and controls the activities of the Company. The size of the Board is commensurate with the size and business of the Company. As on March 31, 2019, the Board comprised five Directors viz. Mr. Vittaldas Leeladhar (Chairman), Ms. Padmini Khare Kaicker, Mr. Rajiv Sabharwal, Mr. Pradeep C. Bandivadekar and Mr. Manish Chourasia.

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Mr. Leeladhar and Ms. Kaicker are the Independent Directors (“IDs”) while Mr. Sabharwal and Mr. Bandivadekar are Non-Executive Directors (“NEDs”) of the Company. Mr. Chourasia is the Managing Director of the Company.

During FY 2018-19, seven Meetings of the Board of Directors were held on the following dates: April 25, 2018, July 26, 2018, November 20, 2018, November 23, 2018, January 14, 2019, January 25, 2019 and March 26, 2019. The details of attendance at Board Meetings held during FY 2018-19 and at the previous AGM of the Company are, given below:

Name of Director(s)

Director Identification

Number

Category Board Meetings Whether present at previous AGM held on June 25, 2018

Held during tenure

Attended

Mr. Vittaldas Leeladhar

02630276 Independent Director

7 6 Yes

Ms. Padmini Khare Kaicker

00296388 Independent Director

7 6 No

Mr. Rajiv Sabharwal

00057333 Non – Executive Director

7 7 No

Mr. Pradeep C. Bandivadekar

00059330 Non – Executive Director

7 7 Yes

Mr. Manish Chourasia

03547985 Managing Director

7 7 Yes

Mr. Rajiv Sabharwal, Chairman of the NRC and Ms. Padmini Khare Kaicker, Chairperson of the Audit Committee, had authorised Mr. Vittaldas Leeladhar, a Member of the NRC and the Audit Committee, to attend the last AGM on their behalf, respectively.

b) Remuneration to Directors

The Company paid Sitting fees to the IDs for attending Meetings of the Board and the Committees of the Board and will pay Commission for FY 2018-19, within the maximum prescribed limits to the IDs who were the Directors of the Company during FY 2018-19, as recommended by the NRC and approved by the Board at their respective Meetings held on April 30, 2019. The details of the same are, as under:

(Amount in ₹) Name of Director(s) Sitting Fees paid for

attending Board and Committee Meetings

during FY 2018-19

Commission to be paid for FY 2018-19

Mr. Vittaldas Leeladhar 9,00,000 15,00,000


4,80,000 15,00,000

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Based on the recommendation of the Members of the NRC, the Board at its Meeting

held on April 30, 2019, approved a Commission of ₹ 65,00,000 for FY 2018-19, to Mr. Chourasia. With this, the total remuneration of Mr. Chourasia for FY 2018-19,

was ₹ 2,49,33,680. None of the NEDs and IDs had any pecuniary relationships or transactions with the Company during the year under review.

c) Committees of the Board

The Board has constituted Committees with specific terms of reference / scope to focus on specific issues and ensure expedient resolution of diverse matters. These are the Audit Committee, the Nomination and Remuneration Committee , the Risk Management Committee , the Finance and Asset Liability Supervisory Committee , the Corporate Social Responsibility Committee , the Investment Credit Committee , the Information Technology Strategy Committee , the Asset Purchase Committee and the Referral Committee. The Company Secretary is the Secretary of all the aforementioned Committees. The Board of Directors and the Committees also take decisions by Circular Resolutions which are noted by the Board / respective Committees of the Board at their next meetings. The Minutes of the Meetings of all Committees of the Board are circulated to the Board of Directors for noting. (i) Audit Committee

Composition, Meeting and Attendance During FY 2018–19, six Meetings of the Audit Committee were held on the following dates: April 25, 2018, July 26, 2018, November 14, 2018, November 23, 2018, January 25, 2019 and February 26, 2019. The composition of the Audit Committee and the attendance of its Members at its Meetings held during FY 2018-19 are, given below:

Name of the Member(s) Category No. of Meetings

Held during tenure

Attended

Ms. Padmini Khare Kaicker, Chairperson

Independent 6 6

Mr. Vittaldas Leeladhar Independent 6 6

Mr. Rajiv Sabharwal Non-Executive 6 6

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act. All the Members have the ability to read and understand financial statements and have relevant finance and / or audit experience. Terms of reference

The Board has adopted an Audit Committee Charter which defines the composition of the Audit Committee, its authority, role, responsibilities and powers and reporting functions in accordance with the Act and Guidelines issued by the RBI. The Charter is reviewed from time to time and is available on website of the Company, www.tatacapital.com. Given below, inter alia, is a gist of the responsibilities of the Audit Committee:

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To recommend the appointment and removal of the Auditors and their remuneration, nature and scope of audit;

To ensure adequacy of internal controls and compliances and recommend remedial measures;

To review adequacy of the Internal Audit function;

To review and monitor the Auditors’ independence and performance and effectiveness of the audit process;

To oversee financial reporting process and disclosure of financial information;

To examine the financial statements and the Auditors’ Report thereon;

To evaluate internal financial controls and the risk management systems;

To act as a link between the Statutory Auditors, the Internal Auditors and the Board of Directors;

To review accounting policies;

To monitor compliance with the TCOC;

To approve any transactions of the Company with related parties or any subsequent modifications thereof;

To scrutinize inter-corporate loans and investments;

To evaluate the valuation of undertakings or assets of the Company, if necessary;

To monitor the end use of funds raised through public offers and related matters;

To review findings of internal investigations, frauds, irregularities, etc.;

To carry out additional functions as contained in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or other regulatory requirements applicable to the Company or in the terms of reference of the Audit Committee;

To carry out the responsibilities under the Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices;

To conduct Information Systems Audit of the internal systems and processes at least once in two years to assess operational risks;

To appoint Auditors to undertake such audits as may be directed by law / the Audit Committee of the Holding Company / Audit Committee of the Company / Board, from time to time;

To review the functioning of and compliance with the Company’s Whistle Blower Policy;

To consider and adopt the policies, procedures and processes laid down by the Audit Committee of the Holding Company; and

To monitor the effectiveness and review the implementation of the ABAC Policy, considering its suitability, adequacy and effectiveness.

The Board has accepted all the recommendations made by the Audit Committee during the year. Besides the Members of the Committee, Meetings of the Audit Committee are attended by the Chairman of the Board, the Managing Director, the Chief Financial Officer, the Statutory Auditors, the Head - Internal Audit and the Company Secretary. The Internal Audit function is headed by the Head – Internal Audit of the Company, who reports to the Chairman of the Audit Committee to ensure independence of operations.

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(ii) Nomination and Remuneration Committee (“NRC”)

Composition The composition of the NRC during FY 2018-19 is, given below:

Name of the Member(s) Category

Mr. Rajiv Sabharwal, Chairman Non-Executive Director

Mr. Vittaldas Leeladhar Independent Director

Ms. Padmini Khare Kaicker Independent Director

Terms of reference Given below, inter alia, is a gist of the responsibilities of the NRC:

To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel and other employees;

To review the performance of the Managing / Whole-time / Executive Directors on predetermined parameters;

To review and approve the remuneration / compensation packages for the Managing / Whole-Time / Executive Directors, within prescribed limits;

To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and to carry out evaluation of every director’s performance;

To take steps to refresh the composition of the Board;

To decide Commission payable to the Directors, subject to prescribed limits and approval of shareholders; and

To review employee compensation vis-à-vis industry practices and trends.

(iii) Risk Management Committee (“RMC”) Composition

The composition of the RMC during FY 2018-19 is, given below:


Mr. Vittaldas Leeladhar, Chairman Independent Director

Mr. Rajiv Sabharwal Non-Executive Director

Mr. Pradeep C. Bandivadekar Non-Executive Director

Mr. Manish Chourasia Managing Director

Terms of reference

Given below, inter alia, is a gist of the responsibilities of the RMC:

To approve and review compliance with policies implemented by the organization and risk assessment of the organization (including emerging risks)

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To approve and review compliance with risk policies, monitors breaches / triggers trips of risk tolerance limits and directing action;

To review and analyse risk exposure related to specific issues and providing oversight of risk across organization;

To review reports of significant issues prepared by internal risk oversight functional groups, including risk exposure related to specific issues, concentrations and limits excesses; and

To approve the enterprise wide risk management framework.

(iv) Finance and Asset Liability Supervisory Committee (“ALCO”) Composition The composition of the ALCO during FY 2018-19 is, given below:






Terms of reference Given below, inter alia, is a gist of the responsibilities of the ALCO:

To comply with the RBI Prudential Norms / Directions / Guidelines for Asset Liability Management; and

To determine the Prime Lending Rates of the Company, from time to time, in accordance with the Policy for Determining Interest Rates, Processing and Other Charges.

(v) Corporate Social Responsibility (“CSR”) Committee

Composition The composition of the CSR Committee during FY 2018-19 is, given below:





Terms of reference Given below, inter alia, is a gist of the responsibilities of the CSR Committee:

To formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act (“CSR Activities”);

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To recommend the amount of expenditure to be incurred on CSR activities;

To monitor the CSR Policy of the Company from time to time and instituting a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company; and

To oversee the Company’s conduct with regard to its corporate and societal obligations and its reputation as a responsible corporate citizen.

(vi) Investment Credit Committee (“ICC”) Composition The composition of the ICC during FY 2018-19 is, given below:





Terms of reference Given below, inter alia, is a gist of the responsibilities of the ICC:

To approve / modify / disapprove financing / credit proposals, as per the authority granted by the Board to the Investment Credit Committee from time to time, in terms of the Board approved Delegation of Authority matrix (“DOA”);

To approve of investments by way of Debentures / Commercial Paper, equity shares and preference shares, in terms of the Board approved treasury investment policy;

To approve or modify or disapprove all Policies and Scheme notes on recommendation of the Credit Committee or such other Committees as may be formed pursuant to the Board approved DOA;

To review proposals approved by the Credit Committee or such other Committees as may be formed pursuant to the Board approved DOA, from time to time;

To periodically review proposals approved by Management Credit Committee; and

To carry out such other functions as may be delegated by the Board from time to time.

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(vii) Information Technology Strategy Committee (“ITSC”) The ITSC was constituted with effect from May 1, 2018, pursuant to the IT Master Directions.

Composition The composition of the ITSC during FY 2018-19 is, given below:


Ms. Padmini Khare Kaicker, Chairperson Independent Director

Mr. Vittaldas Leeladhar Independent Director



Mr. Prasad Ranade Business Chief Information Officer

Terms of reference

Given below, inter alia, is a gist of the responsibilities of the ITSC:

To approve the IT strategy and policy documents, ensuring that the Management puts an effective strategic planning process in place and ascertaining that the Management had implemented processes and practices that ensure that the IT delivers value to the business;

To monitor the method that the Management used to determine the IT resources needed to achieve strategic goals and provide high-level direction for sourcing and use of IT resources;

To constitute the Steering Committee and review the discussions of the said Committee periodically;

To institute an effective governance mechanism and risk management process for all outsourced IT operations and to do all such acts as may be required under the RBI IT Directions in respect of the outsourced IT operations;

To review the IT / Information Systems (“IS”) Audit report and provide its observation/recommendations to the Audit Committee; and

To recommend the appointment of IT / IS Auditor to the Audit Committee.

(viii) Other Committees

Besides the above Committees, the Board has also constituted the following Committees: A. Asset Purchase Committee:

The Asset Purchase Committee was constituted for examination of proposals of the Assets by the Company from Tata Capital Limited and / or its affiliates as per the Shareholders Agreement executed between TCL, IFC and TCCL. The composition of the Asset Purchase Committee is given below:


Mr. Vittaldas Leeladhar (Chairman) Independent Director


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B. Referral Committee:

The Referral Committee was constituted to review all referrals of the Company Opportunities, Co-Investment, Opportunities by the Company as per the Shareholders Agreement executed between TCL, IFC and TCCL. The composition of the Referral Committee is given below:

Name of the Member Category


The Meetings of the above Committees are held as and when required. During FY 2018-19, no meetings were held of the abovementioned Committees.

d) Secretarial Standards

The Company is in compliance with SS-1 i.e. Secretarial Standard on Meetings of the Board of Directors and SS-2 i.e. Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.

e) Registered Office The Registered Office of the Company is situated at 11th Floor, Tower A, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400 013.

f) Means of Communication

The ‘Investors’ section on the Company’s website keeps the investors updated on material developments in the Company by providing key and timely information such as Financial Results, Annual Reports, etc. The debenture holders can also send in their queries / complaints at the designated email address: [email protected].

g) General Information for Members and Debenture holders

The half-yearly Financial Results of the Company are submitted to the Stock Exchange in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are published in a leading English daily newspaper and also communicated to the Debenture holders, through a half yearly communiqué. Official news releases, including the half-yearly results are also posted on the Company’s website, www.tatacapital.com.

The Company is registered with the Registrar of Companies, Maharashtra, Mumbai. The Corporate Identity Number allotted to the Company by the Ministry of Corporate Affairs (“MCA”) is U65923MH2011PLC222430.

The Company’s NCDs issued on a private placement basis, are listed on the Wholesale Debt Market segment of the National Stock Exchange of India Limited.

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mailto:[email protected]


Details of Debenture Trustee and the Registrar and Transfer Agent (“RTA”) for the Non-Convertible Debentures issued on a Private Placement basis are, given below:

Debenture Trustee

IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai - 400001 Tel: +91 22 4080 7000 Fax: +91 22 6631 1776 Website: www.idbitrustee.com E-mail: [email protected]

Registrar and Transfer Agents

TSR Darashaw Limited 6-10, Haji Moosa Patrawala Industrial Estate, Near Famous Studio, 20, Dr. E Moses Road, Mahalaxmi, Mumbai – 400011, Maharashtra, India Tel: +91 22 6656 8484 Fax: +91 22 6656 8494 Website: www.tsrdarashaw.com E-mail: [email protected]

Pursuant to the provisions of Section 124 of the Act, the unclaimed interest on matured debentures as well as unclaimed principal amount of the matured debentures would be transferred to the Investor Education and Protection Fund (“IEPF”) after completion of seven years from the date it becomes due for payment. During FY 2018-19, no amount was required to be transferred to the IEPF. Details of RTA for the Equity Shares issued by the Company, are given below:

Registrar and Transfer Agent

Karvy Fintech Private Limited Karvy Selenium, Tower B, Plot No. 31-32, Gachibowli Financial District, Nanakramguda, Hyderabad – 500 032 Tel: +91 40 6716 1602 Fax: +91 40 2342 0814 Website: www.karvyfintech.com e-mail: [email protected]

26. VIGIL MECHANISM

The Company has established a Vigil Mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy, the Fraud Risk Management Process, the mechanism for reporting of ethical concerns under the TCOC and the ABAC Policy and it provides for adequate safeguards against victimization of persons who use it. The Vigil Mechanism provides access to Tata Capital’s Ethics Committee for reporting concerns and grievances. It also provides access to the Compliance Officer under the ABAC Policy and to the Chairperson of the Company’s Audit Committee / the Chief Ethics Counselor under the Company’s Whistle Blower Policy. Information regarding the mechanism and the channels for reporting concerns (including a third-party reporting channel) are communicated to the relevant stakeholders. The Vigil Mechanism, the Whistle Blower Policy, TCOC and the ABAC Policy are available on the website of the Company, www.tatacapital.com.

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http://www.idbitrustee.com/


http://www.tsrdarashaw.com/


http://www.karvyfintech.com/



27. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A ‘Prevention of Sexual Harassment’ Policy, which is in line with the statutory requirement, along with a structured reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the POSH Act”) is in place.

During FY 2018-19, the Company received no complaints under the provisions of the POSH Act.

28. STATUTORY AUDITORS At the Sixth AGM of the Company held on August 21, 2017, B S R & Co. LLP, Chartered

Accountants (ICAI Firm Registration No. 101248W/W-100022) (“BSR”) were appointed as the Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of the Sixth AGM till the conclusion of the Eleventh AGM of the Company to be held in the year 2022.

29. ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

In accordance with the notification issued by the MCA, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Company has adopted Ind AS from April 1, 2018, with effective transition date as April 1, 2017. The Financial Statements of the Company have been prepared in accordance with Ind AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. The transition was carried out from the I GAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to Ind AS. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in the Notes to accounts. Further, the Company follows the Master Directions - Non-Banking Financial Companies – Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016. The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial Statements have been consistently followed in the previous year.

30. EXPLANATION ON STATUTORY AUDITORS’ REPORT There are no qualifications, reservations or adverse remarks or disclaimers made by

BSR, Statutory Auditors, in their Reports dated April 30, 2019 on the Financial Statements of the Company for FY 2018 -19.

31. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2018-19. The Secretarial Audit Report, in the prescribed Form No. MR-3, is annexed as Annexure ‘B’.

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There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Parikh and Associates in their Secretarial Audit Report dated April 30, 2019, on the Secretarial and other related records of the Company, for FY 2018-19.

32. INFORMATION ON MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred between March 31, 2019 and April 30, 2019 being the date of this Report.

33. RELATED PARTY TRANSACTIONS The Company has adopted a Policy and a Framework on Related Party Transactions for the purpose of identification, monitoring and approving of such transactions. The said Policy is annexed as Annexure ‘C’. A Statement containing the details of material contracts or arrangements or transactions with Related Parties on an arm’s length basis with respect to transactions covered under Section 188(1) of the Act and the applicable Rules framed thereunder, in the prescribed Form No. AOC-2, is annexed as Annexure ‘D’. Further, details of Related Party Transactions as required to be disclosed by Ind As - 24 on “Related Party Disclosures” specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, are given in the Notes to the Financial Statements. During the year, the Company has not entered into any transactions with Related Parties which are not in its ordinary course of business or not on an arm’s length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS & OUTGO (A) Conservation of energy:

i. Steps taken / impact on conservation of energy

The operations of the Company, being financial services related, require normal consumption of electricity. The Company is taking every necessary step to reduce its consumption of energy.

ii. Steps taken by the Company for utilising alternate sources of energy:

A solar panel has been installed at the Tata Capital’s office at Thane which produces close to 750 watts of energy and which self illuminates and provides power to the garden and security lights on the campus from dusk to dawn. The garden lights at the Thane office have been retrofitted with LED bulbs that consume less electricity as compared to conventional incandescent or CFL bulbs.

iii. Capital investment on energy conservation equipment’s:

In view of the nature of activities carried on by the Company, there is no capital investment on energy conservation equipment.

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(B) Technology absorption:

i. The efforts made towards technology absorption; ii. The benefits derived like product improvement, cost reduction, product

development or import substitution; iii. In case of imported technology (imported during the last 3 years reckoned from

the beginning of the financial year):

(a) The details of technology imported; (b) The year of import; (c) Whether the technology been fully absorbed; (d) If not fully absorbed, areas where absorption has not taken place, and the

reasons thereof; and

iv. The expenditure incurred on Research and Development.

Given the nature of the activities of the Company, the above is not applicable to the Company.

(C) Foreign Exchange Earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year under review was Nil and the Foreign Exchange Outgo during the year under review in terms of

actual outflows was ₹ 0.03 crore. 35. EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return as prescribed under Section 92(3) of the Act and the Companies (Management and Administration) Rules, 2014, in the prescribed Form No. MGT-9, is annexed as Annexure ‘E’ and is also available on the website of the Company at www.tatacapital.com.

36. DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER

SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A Statement giving the details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2019, is annexed as Annexure ‘F’.

The details required under Rule 5(2) and Rule 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2019, are provided in a separate annexure forming part of this Report. In terms of the first proviso to Section 136 of the Act, the Report and the Accounts are being sent to the Members, excluding the aforesaid Annexure. Any shareholder interested in obtaining a copy of the same may write to the Chief Financial Officer of the Company, at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report is annexed as Annexure ‘G’.

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38. ACKNOWLEDGEMENTS The Directors would like to place on record their gratitude for the valuable guidance and support received from the RBI, SEBI, Registrar of Companies and from other Government and Regulatory agencies and to convey their appreciation to TCL, the holding company, IFC, customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, team work and professionalism of the employees of the Company. For and on behalf of the Board of Directors

Vittaldas Leeladhar Chairman

Mumbai (DIN: 02630276) April 30, 2019

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Annexure A

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES

1. Brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and reference to the web-link to the CSR policy and projects or programs: Vision: To ensure sustainability by doing what is right, through the adoption of sustainable business practices, employee policies and technologies. Purpose: To protect the interests of all the stakeholders of the Company and contribute to society at large, by making a measurable and positive difference through the four causes the Company supports viz. Livelihood & Employability, Health, Education and Environment. Sectors and Issues: To focus on environment, disaster relief, Tata group efforts and any other program that falls under the purview of Schedule VII of Section 135 of the Companies Act, 2013 (“Act”). For details of the CSR Policy along with projects and programs, kindly refer to http://www.tatacapital.com.

2. The composition of the CSR Committee: The Board of Directors have constituted a CSR Committee in accordance with the requirements of Section 135 (1) of the Act. The composition of the Committee as at March 31, 2019 was, as under:

a) Mr. Vittaldas Leeladhar, Independent Director (Chairman) b) Ms. Padmini Khare Kaicker, Independent Director c) Mr. Pradeep C. Bandivadekar, Non-Executive Director

3. Average Net Profit of the Company for last three Financial Years:

(in ₹)

Financial Year Net Profit

FY 2015-16 40,23,03,429/-

FY 2016-17 67,53,00,000/-

FY 2017-18 1,17,76,42,389/-

Average Net Profit 75,17,62,172/-

Note: The above net profit has been calculated in accordance with the provisions of Section 198 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

4. Prescribed CSR expenditure (2% of Average Net Profit as indicated in Point No. 3):

The prescribed CSR expenditure for FY 2018-19 was ₹ 1,50,35,243/- rounded off to

₹ 1,50,40,000/-.

5. Details of CSR spend during FY 2018-19:

a. Total amount to be spent: ₹ 1,50,40,000/-.

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b. Amount unspent, if any: Nil c. Manner in which the amount was spent during FY 2018-19 is detailed below:

(in ₹)

Sr. No

CSR Project

or Activity

identified

Sector in which the project is covered

Projects or Programs 1) Local area or other,

2) Specify the State and District where the projects or programs

were undertaken

Amount Outlay

(Budget) project or program

wise

Amount Spent on the project or programs

sub heads:

Cumulative expenditure

up to the reporting

period

Amount Spent

Name of

the Project

Direct Expenditure on projects or programs

Overheads Direct Implementing

Agency

1 The Green Switch

Ensuring Environmental Sustainability

Shahapur, Thane, Maharashtra

95,90,000 91,10,500 4,79,500 95,90,000 -

Keshav Shristi Gram Oorja Solutions Private Limited

2

iWASH (Water, Sanitation and Hygiene)


Hyderabad, Telangana 34,50,544 30,36,479 4,14,065 34,50,544 -

Jal Seva Charitable Trust (Water Aid India)

3

St. Jude India Childcare Centres

Healthcare Mumbai, Maharashtra 1,09,144 1,09,144 - 1,09,144 TCCL

St. Jude India Childcare Centres

4

The Green Switch with AJEH


Mastichak, Saran, Bihar

18,90,312 18,90,312 - 18,90,312 -

Yugrishi Shriram Sharma Acharya Charitable Trust (Akhand Jyoti Eye Hospital) Fourth Partner Energy Limited

TOTAL 1,50,40,000 1,41,46,435 8,93,565 1,50,40,000

6. In case the Company has failed to spend the 2% of the Average Net Profit of the last three financial years or any part thereof, reasons for not spending the amount: Not Applicable, as the prescribed amount has been spent.

7. Responsibility Statement: We hereby confirm that the implementation and monitoring of the CSR Policy, has been in compliance with the CSR objectives and CSR Policy adopted by the Company.

Mr. Vittaldas Leeladhar Chairman, CSR

Committee, Independent Director

DIN: 02630276


Member, CSR Committee Independent Director

DIN: 00296388

Mr. Pradeep C. Bandivadekar

Member, CSR Committee Non-Executive Director

DIN: 00059330

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Annexure B

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019 (Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) To, The Members, Tata Cleantech Capital Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Cleantech Capital Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company, the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31st March, 2019 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made

thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (as applicable during the audit period);

(v) The following Regulations and Guidelines prescribed under the Securities and

Exchange Board of India Act, 1992 (‘SEBI Act’), as amended from time to time:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

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b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period);

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period);

g. The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009; (Not applicable to the Company during the audit period); and

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations,2018 (Not applicable to the Company during the audit period).

(vi) Other laws specifically applicable to the Company, namely:

a) All the Rules, Regulations, Directions, Guidelines and Circulars issued by the

Reserve Bank of India applicable to Non-Deposit Accepting Non-Banking Financial Companies which are specifically applicable to the Company;

b) Credit Information Companies (Regulation) Act, 2005 and Rules; c) The Prevention of Money Laundering Act, 2002 and the Prevention of Money

Laundering (Maintenance of Records, etc) Rules, 2005; and d) SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities

Market) Regulations, 2003.

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect

to board and general meetings. (ii) The Listing Agreements entered into by the Company with National Stock Exchange of

India Limited with respect to Non Convertible Debentures issued by the Company read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above. We further report that:

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The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the Company had following events which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, standards, guidelines etc. a. Issued and allotted 3,22,58,064 Equity Shares on a Rights basis for an aggregate amount of

Rs. 99,99,99,984; b. Issued 2,550 Secured Redeemable Non-Convertible Debentures for an aggregate amount

of Rs. 255 crore on a private placement basis; and c. Redeemed 2,950 Secured Redeemable Non-Convertible Debentures for an aggregate

amount of Rs. 295 crore.

For Parikh & Associates Company Secretaries

Place: Mumbai Date : 30th April, 2019

Signature: Shalini Bhat Partner FCS No: 6484 CP No: 6994

This Report is to be read with our letter of even date which is annexed as Annexure 1 and Forms an integral part of this report.

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Annexure ‘1’ To, The Members Tata Cleantech Capital Limited Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries

Place: Mumbai Date : 30th April, 2019

Signature: Shalini Bhat Partner FCS No: 6484 CP No: 6994

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Annexure ‘C’

POLICY ON RELATED PARTY TRANSACTIONS

1. Executive Summary

This Policy is being framed with the objective of ensuring compliance with the provisions

pertaining to Related Party Transactions in the Companies Act, 2013 (“Act”).

Related Party Transactions referred to throughout this Policy shall mean contracts /

arrangements / transactions with a Related Party (as defined under the Act). Accordingly,

Related Party Transactions may be entered into by the Company only in accordance with this

Policy as amended from time to time.

The Policy covers following sections:-

Objective:- Lays down the intent and requirement for drafting this Policy.

Scope:- To give an overview of the legal provisions applicable to Related Party Transactions and lay down the processes for identifying Related Parties and the Related Party Transaction approval. Definition:- Specifies the key definitions stated in the Act.

Key Principles: - (a) Identification, Review of Related Party Transactions (b) Broad Parameters to Assess: Ordinary Course of Business (c) Broad Parameters to Assess: Arm’s Length (d) Materiality Thresholds for Related Party Transactions.

Going forward, the Audit Committee would review and recommend amendments to the Policy,

as and when required, subject to the approval of the Board.

2. Objective

Section 188 of the Act and the Rules made thereunder require the approval of the Board and

the Shareholders of a company for certain transactions entered into by a company with its

Related Parties.

Related Party Transactions can present potential or actual conflicts of interest and may raise

questions whether such transactions are in the best interest of the Company and its

Shareholders. Therefore, this Policy has been adopted by the Company’s Board of Directors, to

ensure high standards of Corporate Governance while dealing with Related Parties and sets

forth the procedures under which the Related Party Transactions must be reviewed, approved

or ratified and reported.

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This Policy has been drafted with an objective of ensuring compliance with the provisions

pertaining to Related Party Transactions under the Act.

3. Scope

Accordingly, this Policy has been adopted to:

(a) give an overview of the legal provisions applicable to Related Party Transactions;

(b) lay down the process for identifying Related Parties;

(c) identify factors for determinining whether a transaction with a Related Party is:

- on an Arm’s Length basis

- in the Ordinary Course of Business

(d) for approval / noting of Related Party Transactions.

Note 1:- This Policy is for the purpose of identifying Related Party Transactions and the relevant

approval methodology for compliance with the Act and the Rules framed thereunder.

Note 2:- Provisions of this Policy would be subject to revision / amendment in accordance with

the Rules, Regulations, Notifications, etc. on the subject as may be issued by relevant statutory

authorities, from time to time. In case of any amendment(s), clarification(s), circular(s), etc.

issued by the relevant authorities, not being consistent with the provisions laid down under this

Policy, then such amendment(s), clarification(s), circular(s), etc. shall prevail upon the

provisions hereunder and this Policy shall stand amended accordingly from the effective date as

laid down under such amendment(s), clarification(s), circular(s), etc.

4. Definition

All capitalised terms used in this Policy document but not defined herein shall have the meaning ascribed to such term in the Act and the Rules framed thereunder, as amended from time to time.

5. Identification and Monitoring of Related Parties

The Secretarial Team shall update the Reference List on the basis of intimations received from the Directors / KMPs or changes in corporate or investment structure, as informed from time to time. The names / details of all Related Parties identified shall be consolidated, as a Reference List and this Reference List shall be updated on a regular basis by the Secretarial Team. This Reference List and subsequent updates, as prepared by the Secretarial Team, shall be progressively shared by the Controllership Team with all Business Heads (Division Heads or higher)/ Functional Heads, for compliance at their end. All Related Party Transactions for the period shall be reported to the Company Secretary who shall place the same for approval / noting / ratification by the Audit Committee, in accordance with this Policy.

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To review a Related Party Transaction, the Board / Audit Committee will be provided with all the relevant information pertaining to the Related Party Transaction, including the name of the related party, the nature of the relationship, nature of the transaction, whether the transaction is in the ‘Ordinary Course of Business’, whether the transaction is at ‘Arm’s Length’ and any other matter, as may be required. The process and controls with respect to identification monitoring of Related Parties and execution of Related Party Transactions would be vis-à-vis an appropriate Framework, as approved by the Board, Audit Committee and Management, instituted for compliance with this Policy. For assessing whether the transaction is in the Ordinary Course of Business and Arm’s Length, Clause 6 of this Policy shall be referred to.

6. Key Principles

A. Broad Parameters to assess - Ordinary Course of Business

The phrase Ordinary Course of Business is not defined under the Act or Rules made thereunder. The Company shall adopt a reasonable approach / methodology to demonstrate ‘Ordinary Course of Business’ which shall, inter alia, include the Nature of the transaction, the frequency / regularity / length of time the company is engaged in such transaction, such transaction / action is consistent with the past practices and was taken in the ordinary course of the normal day-to-day operations of such company, common commercial practice i.e. customarily taken, in the ordinary course of the normal day-to-day operations of other companies that are in the same / similar line of business.

The Company shall adopt an appropriate framework to assess whether transactions with related parties are done in the ordinary course of business and Company adopts generally accepted practices and principles in determining whether the transaction is in the ‘Ordinary Course of Business’. B. Broad Parameters to assess – Arm’s Length

For transactions between two related parties to be considered to be at Arm’s Length Pricing, the transaction should be conducted between the two parties as if the parties were unrelated, so that there is no conflict of interest i.e. Arm’s Length Pricing is the condition or the fact that the two related parties transact as independent (un-related) parties and on an equal footing from one or more of the following aspects viz. nature of goods / services, risk assumed, assets / resources employed, key terms / covenants.

In the absence of any guidelines on Arm’s Length Pricing in the Act, the Company shall adopt reasonable approach / methodology to demonstrate Arm’s Length Pricing for the specified Related Party Transactions identified, which shall, inter alia, include, the nature of the transaction, description of functions to be performed, risks to be assumed and assets to be employed, key terms / special terms in the arrangement forming part of a composite transaction.

The Company shall adopt an appropriate framework to assess whether transactions with related parties are done at an Arm’s Length and Company adopts generally accepted practices and principles in determining whether the transaction is at “Arm’s Length”.

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C. Materiality Thresholds for Related Party Transactions

(a) The transactions with related parties in the ordinary course of business and at arm’s length within the monetary threshold (“de minimis threshold”) as approved by the Audit Committee/Board, from time to time, will be placed before the Audit Committee for noting, on a half yearly basis.

(b) The Board has stipulated that transactions with related parties in the ordinary course of

business and at arm’s length that cross the de minimis threshold would require prior approval of the Audit Committee.

(c) The Company follows Materiality Thresholds for Related Party Transactions as per the

Companies Act, 2013 and the applicable Rules framed thereunder for transactions with related parties which are not in the ordinary course of business and/or not at arm’s length basis.

The Company shall institute appropriate framework to provide for approvals / noting of all Related Party Transactions to be in compliance with this Policy.

7. Disclosure

The Policy shall be published on the Company’s website www.tatacapital.com.

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Annexure 'D'

1. Details of contracts or arrangements or transactions not at arm’s length basis - Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(Rs. in lakh)

Sr. No. Nature of

Relationship

Amount Duration of the

contracts /

arrangements/

transactions

Salient terms of the contracts or

arrangements or transactions including the

value, if any

Amount paid

as advances,

if any

a) Issue of Equity Shares 8,050 N.A. Issue of Equity Shares of Rs. 10/- each at a

premium of Rs. 21/- per share

-

61,800 Tenor upto one

year

Cost of funds at market borrowing rate -

29,600 Tenor upto one

year

N.A. -

Notes:

(1) Appropriate approvals have been taken for all Related Party Transactions

For and on behalf of the Board of Directors

Date:April 30, 2019 Vittaldas Leeladhar

Mumbai (Chairman)

(2) Materiality Thresholds for Reporting Related Party Transactions in the ordinary course of business and on an arm’s length basis, are as per the Framework for Related

Party Transactions adopted by the Company.

Form No. AOC- 2

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act,

2013 including certain arm's length transactions under third proviso thereto

Name of the

Related Party

Nature of contracts/

arrangements/ transactions

b) ICDs accepted during the year

c) ICDs repaid back during the

year

1 Tata Capital

Limited ("TCL")

Holding Company

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Annexure ‘E’

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the Financial Year ended on March 31, 2019

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: U65923MH2011PLC222430

ii) Registration Date: September 27, 2011

iii) Name of the Company: Tata Cleantech Capital Limited

iv) a) Category: Company limited by shares

b) Sub-Category of the Company: Indian Non-Government Company

v) Address of the Registered Office and contact details:

11th Floor, Tower A, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel,

Mumbai – 400 013

Contact details:

Tel: 022-6606 9000

E-mail id: [email protected]

vi) Whether listed company: Yes. As per Section 2(52) of the Companies Act, 2013, the

Company is considered as a listed company since its debentures are listed on the

National Stock Exchange of India Limited.

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any:

Non – Convertible Debentures issued

on a Private Placement basis

Equity Shares issued by the Company

TSR Darashaw Limited

6-10, Haji Moosa Patrawala Industrial

Estate, Near Famous Studio, 20,

Dr. E Moses Road, Mahalaxmi, Mumbai –

400011, Maharashtra, India

Contact Person: Ms. Nandini Nair

Tel: +91 22 66568484

Fax: +91 22 66568494

www.tsrdarashaw.com

e-mail: [email protected]

Karvy Fintech Private Limited

Karvy Selenium, Tower B, Plot No. 31-32,

Gachibowli, Financial District,

Nanakramguda, Hyderabad – 500 032

Tel: +91 40 67161602

Fax: +91 40 2342 0814

Website: www.karvyfintech.com

e-mail: [email protected]

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http://www.tsrdarashaw.com/


http://www.karvyfintech.com/


II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:

SR.NO. NAME AND

DESCRIPTION OF

MAIN PRODUCTS /

SERVICES

NIC CODE OF

THE PRODUCT/

SERVICE

% TO TOTAL TURNOVER

OF THE COMPANY

1 Financial Service

Activity

64990 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SR.

NO.

NAME AND ADDRESS

OF THE COMPANY

CIN/GLN HOLDING/

SUBSIDIARY

/

ASSOCIATE

% OF

SHARES

HELD

APPLICA

BLE

SECTION

1 TATA CAPITAL LIMITED

11th Floor, Tower A,

Peninsula Business Park,

Ganpatrao Kadam Marg,

Lower Parel, Mumbai –

400 013

U65990MH1991PLC060670 Holding

Company

80.50% Section

2(46)

IV. SHARE HOLDING PATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

i) Category-Wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during the year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

- - - - - - - - -

a) Individual/HUF

- - - - - - - - -

b) Central Govt

- - - - - - - - -

c) State Govt (s)

- - - - - - - - -

d) Bodies Corp.

- 28,63,84,848 28,63,84,848 80.50 31,23,52,590 - 31,23,52,590 80.50 0.00

e) Banks / FI

- - - - - - - - -

f) Any other… - - - - - - - - -

Sub-total (A) (1):-

- 28,63,84,848 28,63,84,848 80.50 31,23,52,590 - 31,23,52,590 80.50 0.00

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(2) Foreign

a) NRIs - Individuals

- - - - - - - - -

b) Other – Individuals

- - - - - - - - -

c) Bodies Corp.

- - - - - - - - -

d) Banks / FI

- - - - - - - - -

e) Any Other….

- - - - - - - - -

Sub-total (A) (2):-

- - - - - - - - -

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

- 28,63,84,848 28,63,84,848 80.50 31,23,52,590 - 31,23,52,590 80.50 0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds

- - - - - - - - -

b) Banks / FI

- - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s)

- - - - - - - - -

e) Venture Capital Funds

- - - - - - - - -

f) Insurance Companies

- - - - - - - - -

g) FIIs

- - - - - - - - -

h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others (Multilateral Financial Institution)

- 6,93,72,727

6,93,72,727

19.50 7,56,63,049 - 7,56,63,049 19.50 0.00

Sub-total (B)(1):-

- 6,93,72,727

6,93,72,727

19.50 7,56,63,049 - 7,56,63,049 19.50 0.00

2. Non-Institutions

a) Bodies Corp.

i) Indian

- - - - - - - - -

ii) Overseas

- - - - - - - - -

b) Individuals

i) Individual shareholders holding nominal share capital upto

₹ 1 lakh

- - - - - - - - -

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ii) Individual shareholders holding nominal share capital in excess of

₹ 1 lakh

- - - - - - - - -

c) Others (specify)

- - - - - - - - -

Sub-total (B)(2):-

- - - - - - - - -

Total Public Shareholding (B)=(B)(1)+ (B)(2)

- 6,93,72,727

6,93,72,727

19.50 7,56,63,049 - 7,56,63,049 19.50 0.00

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

- 35,57,57,575 35,57,57,575 100 38,80,15,639 - 38,80,15,639 100 0.00

(ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year

No. of Shares % of total Shares of the Company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the Company

%of Shares Pledged / encumbered to total shares

% change in share holding during the year

1. Tata Capital Limited 28,63,84,848 80.50 - 31,23,52,590 80.50 - 0.00

Total

28,63,84,848

80.50 - 31,23,52,590 80.50 - 0.00

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sr. No.

Name Shareholding Date Increase / Decrease

Reason Cumulative Shareholding during the year (1.4.2018 to 31.3.2019)

No. of shares at the beginning (1.4.2018)/ end of the year (31.3.2019)

% of total shares of the Company

No. of shares % of total shares of the Company

1. Tata Capital Limited

28,63,84,848

80.50 April 1, 2018 - - 28,63,84,848 80.50

- - February 7,

2019

2,59,67,742 Issue of Equity Shares on a Rights Basis

31,23,52,590 80.50

31,23,52,590 80.50 March 31,

2019

31,23,52,590 80.50

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(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and

Holders of GDRs and ADRs)

Sr. No.

Name

Shareholding Date Increase / Decrease

Reason Cumulative Shareholding during the year (1.4.2018 to 31.3.2019)

No. of shares at the beginning

(1.4.2018)/ end of the year

(31.3.2019)

% of total shares of

the Company

No. of shares

% of total shares of the Company

1.

International Finance Corporation

6,93,72,727 19.50 April 1, 2018 - - 6,93,72,727 19.50

- - February 7, 2019

62,90,322 Issue of Equity Shares on a Rights Basis

7,56,63,049 19.50

7,56,63,049 19.50 March 31, 2019

7,56,63,049 19.50

(v) Shareholding of Directors and Key Managerial Personnel

Sr. No.

For each of the Directors and KMP

Shareholding at the beginning

of the year

Cumulative Shareholding during

the year

No. of shares No. of shares No. of shares No. of shares

1. At the beginning of the year

- - - -

2.

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)

- - - -

3. At the end of the year

- - - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for

payment.

(₹ in crore)

Secured Loans

(excluding

deposits)

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year: i) Principal Amount

ii) ii) Interest due but not paid iii) Interest accrued but not

due

1,903.40

0

45.75

467.18

0

1.75

0

0

0

2,370.58

0

47.50

Total (i+ii+iii)

1,949.15 468.93 0 2,418.08

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Change in Indebtedness during the financial year

Addition (Net)

Reduction

3,915.37

2,473.56

2,384.24

1,917.59

0

0

6,299.61

4,391.15

Net Change 1,441,80 466.66 0 1,908.46

Indebtedness at the end of the financial year: i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

3,351.49

-

39.46

932.65

-

2.94

0

0

0

4,284.14

-

42.40

Total (i+ii+iii)

3,390.95 935.59 0 4,326.53

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(₹ in lakh)

Sr. no.

Particulars of Remuneration

Name of Managing Director Total Amount

Mr. Manish Chourasia

1.

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary

under section 17(3) Income-tax Act, 1961

205.79

7.82 -

205.79

7.82

-

2. Stock Option

19.34 19.34

3. Sweat Equity

-- --

4. Commission - as % of profit - others, specify…

-- --

5. Others, please specify

16.89 16.89

Total (A)

249.84 249.84

Ceiling as per the Act

737.65

Notes:

1. The Remuneration details above includes Commission of FY 2018-19 to be paid in FY 2019-20.

2. The compensation cost shown under Stock Options in the table above, represents the Fair Value of the Stock Options in accordance with Indian Accounting Standards.

45 of 187

B. Remuneration to other directors:

(₹ in lakh)

Sr. no.

Particulars of Remuneration Name of Directors Total Amount

Independent Directors

Mr. Vittaldas Leeladhar


1.

Fee for attending board / committee meetings

Commission

Others, please specify

9.0

15 -

4.8

15 -

13.8

30 -

Total (1)

24.0

19.8 43.8

Total Managerial Remuneration (A+B)

293.64

Overall Ceiling as per the Act

1622.83

Note:

1. No Sitting Fees or commission has been paid to Mr. Rajiv Sabharwal and Mr. Pradeep C Bandivadekar.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN

MD/MANAGER/WTD

(₹ in lakh)

Sr.

no

.

Particulars of Remuneration Key Managerial Personnel

Chief Financial Officer

Company Secretary

Total

Mr. Behzad Bhesania

Ms. Shivangi Rajpopat

47.47

1.72

-

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

47.47

1.72 -

-

- -

2. Stock Option

- - -

3. Sweat Equity

- - -

4. Commission - as % of profit - others, specify…

- - -

5. Others, please specify 2.21 - 2.21

Total

51.40 - 51.40

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Note: 1. The Remuneration details above includes Performance Pay of FY 2018-19 to be paid in FY 2019-20.

2. Ms. Shivangi Rajpopat ceased to be the Company Secretary and Compliance Officer, with effect from January

31, 2019. She had been deputed to the Company by Tata Capital Limited (“TCL”), the holding company and was

drawing her remuneration from TCL.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief Description

Details of Penalty /

Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made,

if any (give Details)

A. COMPANY

Penalty

-

-

-

-

-

Punishment

-

-

-

-

-

Compounding

-

-

-

-

-

B. DIRECTORS

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

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ANNEXURE ‘F’

DETAILS REQUIRED UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5(1)

OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014

1. The ratio of the remuneration of each Director to the median remuneration of

the employees of the company for the financial year: The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2018-19 is, as under:

Name of Director(s) Ratio to Median

Mr. Vittaldas Leeladhar 0.92:1

Ms. Padmini Khare Kaicker 0.76:1

Mr. Manish Chourasia 9.59:1

Notes:

(i) Mr. Rajiv Sabharwal, Non-Executive Director, did not draw any remuneration from the Company, since

he is the Managing Director & CEO of Tata Capital Limited, the holding company.

(ii) Mr. Pradeep C. Bandivadekar, Non-Executive Director, did not draw any remuneration from the

Company, as he is in the employment of Tata Capital Limited, the holding company.

In view of the above, the ratio of remuneration of Mr. Sabharwal and Mr. Bandivadekar

to the median remuneration of employees, has not been computed.

2. The percentage increase / decrease in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year:

The percentage increase/decrease in remuneration of Directors in FY 2018-19, is as under:

Name of Director(s) % Increase /decrease in

Remuneration

Mr. Vittaldas Leeladhar 24%

Ms. Padmini Khare Kaicker 35%

Mr. Manish Chourasia 32%

Notes:

(i) Mr. Rajiv Sabharwal and Mr. Pradeep C. Bandivadekar, Non - Executive Directors of the Company,

did not draw any remuneration from the Company in FY 2018-19. In view of the same, the percentage

increase in their remuneration, has not been computed.

(ii) The percentage increase in remuneration of Mr. Behzad Bhesania, Chief Financial Officer, for FY

2018-19 was 8.1% as compared to FY 2017-18.

(iii) Ms. Shivangi Rajpopat ceased to be the Company Secretary & Compliance Officer of the Company,

with effect from January 31, 2019. She had been deputed to the Company by Tata Capital Limited

(“TCL”), the holding company and was drawing her remuneration from TCL.

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3. The percentage increase in the median remuneration of employees in the financial year:

There is a decrease in the median remuneration of employees in FY 2018-19 by

0.2% as compared to FY 2017-18.

4. The number of permanent employees on the rolls of Company: The permanent employees on the rolls of Company as on March 31, 2019, were 61.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees other than that of the managerial personnel in FY 2018-19 is 7 % and the percentage increase in the overall managerial remuneration is 31%.

6. Affirmation that the remuneration is as per the Remuneration Policy of the

Company: It is affirmed that the remuneration paid is as per the Remuneration Policy adopted by the Company.

49 of 187

ANNEXURE ‘G’

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY OVERVIEW AND OUTLOOK

Please refer to para 2 of the Board’s Report.

2. PERFORMANCE REVIEW AND OUTLOOK

During FY 2019, the Company continued to exhibit robust growth and consolidated on the

strong foundations laid in the previous years. This is reflected in the accelerated growth on all

key parameters, with the aggregate loan portfolio (including non-fund based commitments)

growing by 52% from ₹ 3,299 crore in FY 2018 to ₹ 5,016 crore in FY 2019, the Profit Before

Tax growing from ₹ 108.95 crore to ₹ 137.37 crore (growth of 26%) and the Profit After Tax

increasing from ₹ 76.67 crore to ₹ 102.18 crore (growth of 33%) during this period.

Over the past five years, the Company has exhibited strong growth on all parameters, with

the total loan portfolio (including non-fund based commitments) growing from ₹ 132 crore to

₹ 5,016 crore over the period FY 2014 to FY 2019, at a Compounded Annual Growth Rate

(CAGR) of ~107%). Commensurate with the increase in the loan portfolio, the Profit Before

Tax (“PBT”) has increased from ₹ 4.54 crore to ₹ 137.37 crore (at CAGR of ~98%) and the

Profit After Tax (“PAT”) has increased from ₹ 2.98 crore to ₹ 102.18 crore (at CAGR of

~103%) during the same period, while at the same time maintaining good asset quality with

Nil Non-Performing Assets (“NPA”). The Company has deepened its footprint in the debt

syndication and advisory business and has thus established itself as an important player in

the financing and advisory segment for cleantech and other infrastructure sectors in India.

However, it may be mentioned that the Net Interest Margins (“NIM”) of the Company

decreased by 90 bps during the year, from 5.1% achieved in FY 2018 to 4.2% in FY 2019,

primarily due to increase in cost of funds as a result of the disruption in the financial markets

pursuant to the default by IL&FS Group on its debt obligations and also due to increase in the

leverage of the Company from 3.7 in FY 2017-18 to 5.02 in FY 2018-19. The sudden increase

in the cost of funds could not be fully passed on to the customers, resulting in compression of

NIMs.

In response to the above situation, the Company shall endeavor to diversify its liability sources

and optimize its borrowing costs by tapping global climate investors who are keen to invest in

the Indian climate finance sector. The Company has already made a strong beginning in this

regard by successfully obtaining sanction of $ 100 million line of credit for funding solar rooftop

projects in India from Green Climate Fund (“GCF”), of which, $ 50 million was drawn down

during FY 2018-19. In addition, the Company also issued a maiden green bond during the

50 of 187

year which garnered subscription of ₹ 180 crore from Nederlandse Financierings-

Maatschappij voor Ontwikkelingslanden N.V. (FMO).

In addition, the Company shall target lending opportunities in newer emerging sectors such

as solar rooftop, energy efficiency and electric mobility. Though these sectors are currently at

early stages, significant investment opportunities are expected over the next few years. TCCL

is currently focusing on building its credit and risk evaluation capabilities in these sectors, so

as to capitalize on the opportunities over the next few years.

Going forward, the Company shall seek to further enhance its footprint in the advisory and

syndication business, and deepen its presence in debt management. The Company shall also

focus on improving its digital maturity by continuing to make investments in various digital

projects with the objective of enhancing process automation, automation of reports and digital

and analytics projects.

3. SEGMENT WISE OR PRODUCT WISE PERFORMANCE OF THE COMPANY

Please refer to Para 6 of the Board’s Report.

4. RISKS AND CONCERNS


5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE


6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY


7. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS

FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED


51 of 187

Independent Auditors’ Report

To the Members of

Tata Cleantech Capital Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of Tata Cleantech Capital Limited (the

‘Company’), which comprise the balance sheet as at 31 March 2019, and the statement of profit and

loss (including other comprehensive income), statement of changes in equity and statement of cash

flows for the year then ended, and notes to the Financial Statements, including a summary of the

significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Companies Act, 2013 (the ‘Act’)

in the manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India, of the state of affairs of the Company as at 31 March 2019, and profit

and other comprehensive income, changes in equity and its cash flows for the year ended on that

date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section

143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statements section of our report. We are independent

of the Company in accordance with the Code of Ethics issued by the Institute of Chartered

Accountants of India (the ‘ICAI’) together with the ethical requirements that are relevant to our audit

of the financial statements under the provisions of the Act and the Rules thereunder, and we have

fulfilled our other ethical responsibilities in accordance with these requirements and the Code of

Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide

a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements of the current period. These matters were addressed in the

context of our audit of the financial statements as a whole, and in forming our opinion thereon, and

we do not provide a separate opinion on these matters.

52 of 187

Independent Auditors’ Report (Continued)


Key Audit Matters (Continued)

Key audit matter How the matter was addressed in our audit

Transition date accounting policies

Refer to the accounting policies in the Financial Statements: Significant Accounting Policies- ‘Basis of preparation’ and

‘Note 3 to the Financial Statements: Explanation of transition to Ind AS’

Adoption of new accounting framework (Ind

AS)

Effective 1 April 2018, the Company adopted

the Indian Accounting Standards (‘Ind AS’)

notified by the Ministry of Corporate Affairs

with the transition date of 1 April 2017.

The following are the major impact areas for the

Company upon transition:

- Classification and measurement of financial

assets and financial liabilities

- Measurement of loan losses (expected credit

losses)

- Accounting for loan fees and costs

- Accounting for employee stock options

The migration to the new accounting framework

(Ind AS) is a complicated process involving

multiple decision points upon transition. Ind AS

101, First Time Adoption prescribes choices and

exemptions for first time application of Ind AS

principles at the transition date.

Our key audit procedures included:

Evaluated management’s transition date choices and

exemptions for compliance/acceptability under Ind AS 101.

Understood the methodology implemented by management to

give impact on the transition.

Assessed the accuracy of the computations related to significant

Ind AS adjustments.

Tested the select system reports with the help of our IT

specialists to check the completeness and accuracy of the data

and reports used to perform computations for giving effect to

Ind AS transition adjustments.

Confirmed the approvals of Audit Committee for the choices

and exemptions made by the Company for

compliance/acceptability under Ind AS 101.

Assessed areas of significant estimates and management

judgment in line with principles under Ind AS.

Assessed the appropriateness of the disclosures made in the

financial statement.


Impairment on financial instruments

Charge: INR 798 lakh for year ended 31 March 2019

Provision: INR 2,156 lakh at 31 March 2019

Refer to the accounting policies in ‘Note 2.ix to the Financial Statements: Financial Instruments’ and ‘Note 2.iv to the

Financial Statements: Significant Accounting Policies- use of estimates and judgments’ and ‘Note 38’ to the Financial

Statements: Financial risk review: Credit risk ‘Note 38(A)’

Subjective estimate

Recognition and measurement of impairment of

loans involve significant management

judgement.

With the applicability of Ind AS 109: Financial

Instruments, credit loss assessment is now based

on expected credit loss (‘ECL’) model. The

Company’s impairment allowance is derived

from estimates including the historical default

and loss ratios. Management exercises

judgement in determining the quantum of loss

based on a range of factors.

The most significant areas are:

Our audit procedures included:

Design and operating effectiveness of controls

• Evaluated the appropriateness of the impairment principles

based on the requirements of Ind AS 109, our business

understanding and industry practice.

• We obtained an understanding of the management’s new /

revised processes, systems and controls implemented in

relation to impairment allowance process.

• Assessed the design and implementation of key internal

financial controls over loan impairment process used to

determine the impairment charge.

53 of 187





Information technology

IT systems and controls

The Company’s key financial accounting and

reporting processes are highly dependent on the

automated controls in information systems, such

that there exists a risk that gaps in the IT control

environment could result in the financial

accounting and reporting records being

materially misstated. From a financial reporting

perspective the Company uses and we have

tested the financial accounting and reporting

system and loan management systems and other

tools for overall financial reporting.

We have focused on user access management,

change management, segregation of duties,

system reconciliation controls and system

application controls over key financial

accounting and reporting systems.

Our audit procedures included the following:

• We tested a sample of key controls operating over the

information technology in relation to financial accounting and

reporting systems, including system access and system change

management, program development and computer operations.

• We tested the design and operating effectiveness of key controls

over user access management which includes granting access

right, new user creation, removal of user rights and preventative

controls designed to enforce segregation of duties.

• For a selected group of key controls over financial and reporting

system, we independently performed procedures to determine

that these control remained unchanged during the year or were

changed following the standard change management process.

• Evaluated the design, implementation and operating

effectiveness of the significant accounts-related IT automated

controls which are relevant to the accuracy of system

calculation, and the consistency of data transmission.


Impairment on financial instruments (Continued)

Charge: INR 798 lakh for year ended 31 March 2019

Provision: INR 2,156 lakh at 31 March 2019

- Segmentation of loan book

- Loan staging criteria

- Calculation of probability of default / loss

given default

- Consideration of probability weighted

scenarios and forward looking macro-

economic factors

- Management overlays

here is a large increase in the data inputs required

by the ECL model. This increases the risk of

completeness and accuracy of the data that has

been used to create assumptions in the model. In

some cases, data is unavailable and reasonable

alternatives have been applied to allow

calculations to be performed.

• We used our internal specialist to test the model methodology

and reasonableness of assumptions used.

• We tested the management review controls over measurement

of impairment allowances and disclosures in financial

statements.

Substantives tests • We focused on appropriate application of accounting

principles, validating completeness and accuracy of the data

and reasonableness of assumptions used in the model.

• Test of details over calculation of impairment allowance to

assess the completeness, accuracy and relevance of data.

• The appropriateness of management’s judgments was also

independently reconsidered in respect of calculation

methodologies, segmentation, economic factors, the period of

historical loss rates used and the valuation of recovery assets

and collateral.

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Information technology (Continued)

• Other areas that were independently assessed included

password policies, security configurations, system interface

controls, controls over changes to applications and databases

and that business users, developers and production support did

not have access to change applications, the operating system or

databases in the production environment.

• Obtained report related to information technology audit carried

out by the subject matter expert engaged by the management

and assessed the impact if any on our audit procedures.


Assessment of business model for classification and measurement of financial assets

Financial assets classified at Amortised cost: INR 462,168 lakh as at 31 March 2019

Financial assets classified at FVOCI: INR 60,930 lakh at 31 March 2019

Financial assets classified at FVTPL: INR 60 lakh at 31 March 2019

Refer to the accounting policies in ‘Note 2.ix to the Financial Statements: Financial Instruments’ and ‘Note 2.iv to the

Financial Statements: Significant Accounting Policies- use of estimates and judgments’ and ‘Note 35’ to the Financial

Statements: Financial risk review: Credit risk ‘Note 35(C)’

Classification and measurement of Financial

assets – Business model assessment

Ind AS 109, Financial Instruments, contains

three principal measurement categories for

financial assets i.e. :

- Amortised cost;

- Fair Value through Other

Comprehensive Income (‘FVOCI’);

and

- Fair Value through Profit and Loss

(‘FVTPL’).

A financial asset is classified into a measurement

category at inception and is reclassified only in

rare circumstances. The assessment as to how an

asset should be classified is made on the basis of

both the entity’s business model for managing

the financial asset and the contractual cash flow

characteristics of the financial asset.

The term ‘business model’ refers to the way in

which the Company manages its financial assets

in order to generate cash flows. That is, the

Company’s business model determines whether

cash flows will result from collecting contractual

cash flows, selling the financial assets or both.

Our key audit procedures included:

Design / controls

• Assessed the design, implementation and operating

effectiveness of key internal controls over management’s intent

of purchasing a financial asset and the approval mechanism for

such stated intent and classification of such financial assets on

the basis of management’s intent (business model).

• For financial assets classified at amortised cost, we tested

controls over the classification of such assets and subsequent

measurement of assets at amortised cost. Further, we tested key

internal controls over monitoring of such financial assets to

check whether there have been any subsequent sales of financial

assets classified at amortised cost.

Substantive tests

Test of details over of classification and measurement of

financial assets in accordance with management’s intent

(business model)

We selected a sample of financial assets to test whether their

classification as at the balance sheet date is in accordance with

management’s intent.

We selected a sample (based on quantitative thresholds) of

financial assets sold during the year to check whether there have

been any sales of financial assets classified at amortised cost.

55 of 187





Classification and measurement of Financial

assets – Business model assessment

(Continued)

Amortised cost classification and measurement

category is met if the financial asset is held

within a business model whose objective is to

hold financial assets in order to collect

contractual cash flows

FVOCI classification and measurement category

is met if the financial asset is held in a business

model in which assets are managed both in order

to collect contractual cash flows and for sale.

Such financial assets are subsequently measured

at fair value, with changes in fair value

recognized in other comprehensive income.

FVTPL classification and measurement

category is met if the financial asset does not

meet the criteria for classification and

measurement at amortised cost or at FVOCI.

Such financial assets are subsequently measured

at fair value, with changes in fair value

recognized in profit or loss.

We identified business model assessment as a

key audit matter because of the management

judgement involved in determining the intent for

purchasing and holding a financial asset which

could lead to different classification and

measurement outcomes of the financial assets

and its significance to the financial statements of

the Company.

We have also checked that there have been no reclassifications

of assets in the current period.

Other Information

The Company’s management and Board of Directors are responsible for the other information. The

other information comprises the information included in the Company’s annual report, but does not

include the financial statements and our auditors’ report thereon.

Our opinion on the financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with

the financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report

in this regard.

56 of 187


Tata Cleantech Capital Limited Management's Responsibility for the Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section

134(5) of the Act with respect to the preparation of these financial statements that give a true and fair

view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash

flows of the Company in accordance with the accounting principles generally accepted in India,

including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This

responsibility also includes maintenance of adequate accounting records in accordance with the

provisions of the Act for safeguarding of the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are responsible for

assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless management either

intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with SAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in

the aggregate, they could reasonably be expected to influence the economic decisions of users taken

on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due

to fraud or error, design and perform audit procedures responsive to those risks, and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from

error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we

are also responsible for expressing our opinion on whether the company has adequate internal

financial controls with reference to financial statements in place and the operating

effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

57 of 187



Auditor’s Responsibilities for the Audit of the Financial Statements (Continued)

Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Company’s ability to

continue as a going concern. If we conclude that a material uncertainty exists, we are required

to draw attention in our auditor’s report to the related disclosures in the financial statements

or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditor’s report. However, future events or

conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including

the disclosures, and whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and

other matters that may reasonably be thought to bear on our independence, and where applicable,

related safeguards.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the financial statements of the current period and are

therefore the key audit matters. We describe these matters in our auditors’ report unless law or

regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse consequences

of doing so would reasonably be expected to outweigh the public interest benefits of such

communication.

Other Matter

The comparative financial information of the Company for the transition date opening balance sheet as

at 1 April 2017 included in these financial statements, are based on the previously issued statutory

financial statements for the year ended 31 March 2017 prepared in accordance with the Companies

(Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report dated 26 April

2017 expressed an unmodified opinion on those financial statements, as adjusted for the differences in

the accounting principles adopted by the Company on transition to the Ind AS, which have been audited

by us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2016 (the ‘Order’) issued by the

Central Government of India in terms of section 143 (11) of the Act, we give in the ‘Annexure

A’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent

applicable.

58 of 187



Report on Other Legal and Regulatory Requirements (Continued)

(A) As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best

of our knowledge and belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books;

c) The balance sheet, the statement of profit and loss (including other comprehensive

income), the statement of changes in equity and the statement of cash flows dealt with

by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified

under section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31 March

2019 taken on record by the Board of Directors, none of the directors is disqualified

as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of

the Act; and

f) With respect to the adequacy of the internal financial controls with reference to

financial statements of the Company and the operating effectiveness of such controls,

refer to our separate Report in ‘Annexure B’.

(B) With respect to the other matters to be included in the Auditors’ Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to us:

i. The Company does not have any pending litigations as at 31 March 2019 which would

impact its financial position;

ii. The Company has made provision, as required under the applicable law or accounting

standards, for material foreseeable losses, if any, on long-term contracts including

derivative contracts- Refer Note 40 (V) to the financial statements;

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company; and

iv. The disclosures in the financial statements regarding holdings as well as dealings in

specified bank notes during the period from 8 November 2016 to 30 December 2016

have not been made in these financial statements since they do not pertain to the

financial year ended 31 March 2019.

59 of 187



Report on Other Legal and Regulatory Requirements (Continued)

(C) With respect to the matter to be included in the Auditors’ Report under section 197(16):

In our opinion and according to the information and explanations given to us, the

remuneration paid by the company to its directors during the current year is in accordance

with the provisions of Section 197 of the Act. The remuneration paid to any director is not

in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate

Affairs has not prescribed other details under Section 197(16) which are required to be

commented upon by us.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No. 101248W/W-100022

Manoj Kumar Vijai

Mumbai Partner

30 April 2019 Membership No. 046882

60 of 187

Annexure A to the Independent Auditor’s Report of even date on the

financial statements of Tata Cleantech Capital Limited

(i) a. The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

b. The Company has a program of verification to cover all the items of fixed assets once

in three years which, in our opinion, is reasonable having regard to the size of the

Company and the nature of its assets. Pursuant to the program, all the fixed assets were

physically verified by management as at 31 March 2017. According to the information

and explanation given to us, no material discrepancies were noticed on such verification.

c. According the information and explanations given to us and on the basis of our

examination of the records of the Company, the title deeds of the immovable property

included in property, plant and equipment is held in the name of the Company.

(ii) The Company is a Non-Banking Finance Company (‘NBFC’) and does not have any

inventories. Accordingly, the provision of clause 3(ii) of the Order is not applicable to the

Company.

(iii) According to the information and explanations given to us, the Company has not granted

any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other

parties covered in the Register maintained under Section 189 of the Companies Act, 2013

(the ‘Act’). Accordingly, the provision of clause 3(iii) of the Order is not applicable to the

Company.

(iv) According to the information and explanations given to us, the Company has not granted

any loans, made investments or provided guarantees under Section 185 of the Act and has

complied with the provisions of Section 186 (1) of the Act. The Company being a NBFC,

nothing contained in Section 186 is applicable, except subsection (1) of that section.

(v) According to the information and explanations given to us, the Company has not accepted

any deposits from the public to which the directives issued by the Reserve Bank of India and

the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules

framed there under apply. Accordingly, the provision of clause 3(v) of the Order is not

applicable to the Company.

(vi) The Central Government of India has not prescribed the maintenance of cost records under

sub section (1) of section 148 of the Act for any of the services rendered by the Company.

Accordingly, the provision of clause 3(vi) of the Order is not applicable to the Company.

(vii) a) According to the information and explanations given to us and on the basis of our

examination of records of the Company, amounts deducted / accrued in the books of

account in respect of undisputed statutory dues including provident fund, employees’

state insurance, income-tax, goods and service tax, cess, and other material statutory

dues have generally been regularly deposited by the Company with the appropriate

authorities. As explained to us the Company did not have any dues on account of duty

of customs and duty of excise.

According to the information and explanations given to us, no undisputed amounts

payable in respect of provident fund, employees’ state insurance, income tax, goods and

service tax, cess and other material statutory dues were in arrears as at 31 March 2019

for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, the Company did not have

any dues on account of income tax, sales tax, service tax, goods and service tax, duty of

customs, value added tax or duty of excise which have not been deposited on account of

dispute.

61 of 187

Annexure A to the Independent Auditor’s Report of even date on the

financial statements of Tata Cleantech Capital Limited (Continued)

(viii) In our opinion and according to the information and explanations given to us, the Company

has not defaulted in the repayment of loans or borrowing to financial institutions, banks, or

debenture holders during the year. During the year, the Company did not have any loans or

borrowing from the Government.

(ix) In our opinion and according to the information and explanations given to us, the term loans

taken by the Company have been applied for the purpose for which they were raised. The

Company has not raised any money by way of initial public offer or further public offer

during the year.

(x) During the course of our examination of the books and records of the Company, carried out

in accordance with the generally accepted auditing practices in India, and according to the

explanation and information given to us, no material fraud by the Company or on the

Company by its officers or employees has been noticed or reported during the course of our

audit.

(xi) According to the information and explanations give to us and based on our examination of

the records of the Company, the Company has paid / provided for managerial remuneration

in accordance with the requisite approvals mandated by the provisions of Section 197 read

with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company

is not a nidhi company. Accordingly, the provision of clause 3(xii) of the Order is not

applicable.

(xiii) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, transactions with the related parties are in

compliance with section 177 and 188 of the Act where applicable and the details have been

disclosed in the accompanying financial statements, as required by the applicable accounting

standards.

(xiv) According to the information and explanations given to us and based on our examination of

the records of the Company, the Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures during the year. Accordingly,

the provision of clause 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of

the records, during the year the Company has not entered into any non-cash transactions with

directors or persons connected with him. Accordingly, the provision of clause 3(xv) of the

Order is not applicable.

(xvi) The Company is required to be registered under Section 45-IA of the Reserve Bank of India

Act, 1934 and it has obtained certificate of registration dated 19 October 2012.

For B S R & Co. LLP


Firm's Registration No: 101248W/W-100022

Manoj Kumar Vijai

Mumbai Partner

30 April 2019 Membership No: 046882

62 of 187

Annexure B to the Independent Auditor’s Report of even date on the

financial statements of Tata Cleantech Capital Limited

Report on the Internal Financial Controls with reference to the aforesaid financial

statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the

Act”)

(Referred to in paragraph (1 (A) (f)) under ‘Report on Other Legal and Regulatory

Requirements’ section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of Tata

Cleantech Capital Limited (“the Company”) as of 31 March 2019 in conjunction with our audit

of the financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with

reference to financial statements and such internal financial controls were operating effectively as at

31 March 2019, based on the internal financial controls with reference to financial statements criteria

established by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s Responsibility for Internal Financial Controls

The Company’s management and the Board of Directors are responsible for establishing and

maintaining internal financial controls based on the internal financial controls with reference to

financial statements criteria established by the Company considering the essential components of

internal control stated in the Guidance Note. These responsibilities include the design,

implementation and maintenance of adequate internal financial controls that were operating

effectively for ensuring the orderly and efficient conduct of its business, including adherence to

company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,

the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the Companies Act, 2013 (hereinafter referred to as “the

Act”).

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with

reference to financial statements based on our audit. We conducted our audit in accordance with the

Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the

extent applicable to an audit of internal financial controls with reference to financial statements.

Those Standards and the Guidance Note require that we comply with ethical requirements and plan

and perform the audit to obtain reasonable assurance about whether adequate internal financial

controls with reference to financial statements were established and maintained and whether such

controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls with reference to financial statements and their operating effectiveness. Our audit

of internal financial controls with reference to financial statements included obtaining an

understanding of such internal financial controls, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error.

63 of 187

Annexure B to the Independent Auditor’s Report of even date on the

financial statements of Tata Cleantech Capital Limited (Continued)

Auditor’s Responsibility (Continued)

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the Company’s internal financial controls with reference to financial

statements.

Meaning of Internal Financial Controls with Reference to Financial Reporting

A company's internal financial controls with reference to financial statements is a process designed

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with generally accepted accounting

principles. A company's internal financial controls with reference to financial statements include

those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts

and expenditures of the company are being made only in accordance with authorisations of

management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets

that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Reporting

Because of the inherent limitations of internal financial controls with reference to financial

statements, including the possibility of collusion or improper management override of controls,

material misstatements due to error or fraud may occur and not be detected. Also, projections of any

evaluation of the internal financial controls with reference to financial statements to future periods

are subject to the risk that the internal financial controls with reference to financial statements may

become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

For B S R & Co. LLP


Firm's Registration No: 101248W/W-100022

Manoj Kumar Vijai

Mumbai Partner

30 April 2019 Membership No: 046882

64 of 187


BALANCE SHEET AS AT MARCH 31, 2019

(Rs. in lakh)

PARTICULARS Note

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

ASSETS

(1) Financial assets

(a) Cash and cash equivalents 4 31,792 711 1,434

(b) Bank balances other than (a) above - - -

(c) Receivables

(i) Trade receivables 5 34 23 7

(ii) Other receivables - - -

(d) Loans 6 490,980 308,898 199,916

(e) Investments 7 60 41 35

(f) Other financial assets 8 292 266 5

Total Financial assets 523,158 309,939 201,397

(2) Non-financial assets

(a) Current tax assets (Net) 9 547 231 146

(b) Deferred tax assets (Net) 9 1,527 837 625

(c) Investment Property 10 235 246 257

(d) Property, plant and equipment 10 23 29 25

(e) Capital work-in-progress - - -

(f) Other non-financial assets 11 112 145 42

Total Non-financial assets 2,444 1,488 1,095

Total Assets 525,602 311,427 202,492

LIABILITIES AND EQUITY

LIABILITIES

(1) Financial liabilities

(a) Payables

(i) Trade payables

- Total outstanding dues of micro enterprises and small enterprises - - -

- Total outstanding dues of creditors other than micro enterprises and

small enterprises 12 423 285 335

(ii) Other payables

- Total outstanding dues of micro enterprises and small enterprises - - -

- Total outstanding dues of creditors other than micro enterprises and

small enterprises - - -

(b) Debt Securities 13 78,550 82,746 42,472

(c) Borrowings (Other than debt securities) 14 349,596 154,263 95,970

(d) Other financial liabilities 15 4,919 5,193 3,352

Total Financial liabilities 433,488 242,487 142,129

(2) Non-Financial liabilities

(a) Current tax liabilities (Net) - - 23

(b) Provisions 16 2,252 1,504 1,080

(c) Other non-financial liabilities 17 3,304 1,165 831

Total Non-financial liabilities 5,556 2,669 1,934

(3) Equity

(a) Share capital 18 38,802 35,576 35,576

(b) Other equity 19 47,756 30,695 22,853

Total Equity 86,558 66,271 58,429

Total Liabilities and Equity 525,602 311,427 202,492

Summary of significant accounting policies 2

See accompanying notes forming part of the financial statements 1-42

In terms of our report of even date For and on behalf of the Board of Directors

For B S R & Co. LLP Vittaldas Leeladhar Rajiv Sabharwal

Chartered Accountants (Chairman) (Director)

Firms Registration No – 101248W/W-100022 DIN: 02630276 DIN: 00057333

Pradeep C. Bandivadekar Padmini Khare Kaicker

Manoj Kumar Vijai (Director) (Director)

Partner DIN: 00059330 DIN: 00296388

Membership No: 046882

Place: Mumbai Manish Chourasia Behzad Bhesania

Date : April 30, 2019 (Managing Director) (Chief Financial Officer)

DIN: 03547985

65 of 187


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2019

(Rs. in lakh)

PARTICULARS Note

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

I Revenue from operations #REF!

(i) Interest Income 20 42,045 26,030

(ii) Fees and commission Income 1,151 1,149

(iii) Net gain on fair value changes 21 78 10

II Other income 22 38 21

III Total Income (I+II) 43,312 27,210

IV Expenses

Finance costs 23 24,853 13,272

Fees and commission expense - -

Impairment on financial instruments 24 798 520

Employee benefit expenses 25 2,062 1,619

Depreciation and amortisation and impairment 10 23 24

Other expenses 26 1,839 880

Total expenses (IV) 29,575 16,315

V Profit before exceptional items and tax (III-IV) 13,737 10,895

VI Exceptional Items - -

VII Profit before tax (V-VI) 13,737 10,895

VIII Tax expense

(1) Current tax 9 4,248 3,530

(2) Deferred tax 10 (729) (302)

Net tax expense 3,519 3,228

IX Profit from continuing operations (VII-VIII) 10,218 7,667

X Profit from discontinued operations before tax - -

XI Tax expense of discontinued operations - -

XII Profit from discontinued operations (after tax) (X-XI) - -

XIII Profit for the year (IX+XII) 10,218 7,667

XIV Other Comprehensive Income

(i) Items that will be reclassified subsequently to statement of profit and loss

(a) Fair value gain / (loss) on Financial Assets carried at FVTOCI 111 261

(b) Income tax relating to items that will be reclassified to profit or loss (39) (91)

(ii) Items that will not be reclassified subsequently to statement of profit and loss

(a) Remeasurement of defined employee benefit plans (28) (26)

(b) Income tax relating to items that will not be reclassified to profit or loss 8 9

Total Other Comprehensive (Loss)/Income (i+ii) 52 153

XV Total Comprehensive Income for the year (XIII+XIV)(Comprising Profit Other

Comprehensive Income for the year) 10,270 7,820

XVI Earnings per equity share (for continuing operation):

(1) Basic (Rs.) 2.83 2.16

(2) Diluted (Rs.) 2.83 2.16

XVII Earnings per equity share (for discontinuing operation):

(1) Basic (Rs.) - -

(2) Diluted (Rs.) - -

XVIII Earnings per equity share(for discontinued and continuing operations)

(1) Basic (Rs.) 2.83 2.16

(2) Diluted (Rs.) 2.83 2.16

Summary of significant accounting policies 2

See accompanying notes forming part of the financial statements 1-42


For B S R & Co. LLP

Chartered Accountants Vittaldas Leeladhar Rajiv Sabharwal

Firms Registration No – 101248W/W-100022 (Chairman) (Director)

DIN: 02630276 DIN: 00057333

Manoj Kumar Vijai Pradeep C. Bandivadekar Padmini Khare Kaicker

Partner (Director) (Director)

Membership No: 046882 DIN: 00059330 DIN: 00296388

Manish Chourasia Behzad Bhesania

Place: Mumbai (Managing Director) (Chief Financial Officer)

Date : April 30, 2019 DIN: 03547985 66 of 187

a. Equity share capital

Balance as at April 1, 2017 35,576

Changes in equity share capital during the year -

Balance at March 31, 2018 18 35,576

Changes in equity share capital during the year 3,226

Balance at March 31, 2019 18 38,802

b. Other equity (Rs. in lakh)

Securities

premium

Debenture

Redemption

Reserve

Special Reserve

Account u/s 45-IC of

Reserve Bank of India

Act, 1934

Special Reserve

Account u/s 36(1)(viii)

of Income tax Act, 1961

Share options

outstanding

account

General

Reserve

Retained

earnings

Remeasurement

of defined

benefit liability

/asset

Fair value gain /

(loss) on Financial

Assets carried at

FVTOCI

Balance at April 1, 2017 - 15,265 - 1,654 1,930 - - 3,820 - 184 22,853

Profit for the year - - - - - - - 7,667 - 7,667

Other comprehensive income for the year, net of income tax - - - - - - - - (17) 170 153

Total - 15,265 - 1,654 1,930 - - 11,487 (17) 354 30,673

Transfer to stock reserve - equity settled options - - - - - 19 3 - - - 22

Transfer to Special Reserve Account - - - 1,581 1661 - - (3,242) - - -

Balance at March 31, 2018 - 15,265 - 3,235 3,591 19 3 8,245 (17) 354 30,695

Profit for the year - - - - - - - 10,218 - - 10,218

Other comprehensive income for the year, net of income tax - - - - - - - - (20) 72 52

Total - - - - - - - 10,218 (20) 72 10,270

Transfer to stock reserve - equity settled options - - - - - 15 12 - - - 27

Premium on issue of Equity Shares - 6,774 - - - - - - - - 6,774

Share issue expenses written-off - (10) - - - - - - - - (10)

Transfer to Special Reserve Account - - 2,044 1,514 - - (3,558) - - -

Balance at March 31, 2019 - 22,029 - 5,279 5,105 34 15 14,905 (37) 426 47,756

Summary of significant accounting policies - 2

See accompanying notes forming part of the financial statements- refer notes 1-42


For B S R & Co. LLP


Firms Registration No – 101248W/W-100022 Vittaldas Leeladhar Rajiv Sabharwal Pradeep C. Bandivadekar

(Chairman) (Director) (Director)

DIN: 02630276 DIN: 00057333 DIN: 00059330

Manoj Kumar Vijai

Partner

Membership No: 046882

Padmini Khare Kaicker Manish Chourasia Behzad Bhesania

Place: Mumbai (Director) (Managing Director) (Chief Financial Officer)

Date : April 30, 2019 DIN: 00296388 DIN: 03547985

Particulars Note Rs. in Lakh


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2019

Total

equity

Particulars Equity component

of compound

financial

instruments

Reserves and surplus Other items of Other

Comprehensive Income

67 of 187

(Rs. in lakh)

Note

No.

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

1 CASH FLOW USED IN OPERATING ACTIVITIES (169,488) (99,119)

Profit before tax 13,737 10,895

Adjustments for :

Depreciation and amortisation 23 24

Interest expenses 20,635 10,966

Discounting charges on commercial paper 4,218 2,306

Interest income (42,045) (26,030)

Net gain on fair value changes

- Realised (75) (8)

- Unrealised (3) (2)

Provision for leave encashment 27 6

Share based payments- Equity-settled 26 22

Impairment loss allowance (Stage I & II) 798 520

(2,659) (1,300)

Adjustments for :

Increase in trade receivables (11) (16)

Increase in Loans (181,851) (108,754)

(Increase) / Decrease in - Other financial asset (7) (252)

(Increase) / Decrease in - Other non-financial assets 33 (103)

(Decrease) in Other financial liabilities 236 149

Increase in Trade payables 138 (50)

Increase / (Decrease) in Provisions (105) (128)

Increase in Other non-financial liabilities 3,238 1,167

(180,988) (109,289)

Interest paid (24,752) (11,423)

Interest received 40,808 25,222

Dividend received - -

Cash used in operations (164,932) (95,490)

Taxes paid (4,556) (3,629)

NET CASH USED IN OPERATING ACTIVITIES ( A ) (169,488) (99,119)

2 CASH FLOW FROM INVESTING ACTIVITIES

Purchase of property, plant and equipment (including capital advances) (13) (18)

Proceeds from sale of property, plant and equipment 7 1

Purchase of mutual fund units (308,332) (38,164)

Proceeds from redemption of mutual fund units 308,391 38,168

NET CASH GENERATED / (USED) IN INVESTING ACTIVITIES ( B ) 53 (13)

3 CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of Equity Shares 9,990 -

Share issue / debenture issue / loan processing expenses (315) (58)

Proceeds from borrowings (Other than debt securities) 591,893 272,500

Proceeds from Debt Securities and Subordinated liabilities 25,500 56,770

Repayment of Borrowings (Other than debt securities) (397,075) (214,325)

Repayment of Debt Securities and Subordinated liabilities (29,477) (16,478)

NET CASH FROM FINANCING ACTIVITIES ( C ) 200,516 98,409

Particulars

STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2019


Cash used in operations before adjustments for interest received, interest

paid and dividend received

Operating Loss before working capital changes and adjustments for

interest received, interest paid and dividend received

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(Rs. in lakh)

Note

No.

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

Particulars

STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2019


31,081 (723)

711 1,434

31,792 711

Summary of significant accounting policies -2

See accompanying notes forming part of the financial statements- refer notes 1-42


For B S R & Co. LLP


Firms Registration No – 101248W/W-100022 Vittaldas Leeladhar Rajiv Sabharwal

(Chairman) (Director)

DIN: 02630276 DIN: 00057333



Membership No: 046882 DIN: 00059330 DIN: 00296388

Place: Mumbai Manish Chourasia Behzad Bhesania

Date : April 30, 2019 (Managing Director) (Chief Financial Officer)

DIN: 03547985

NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS ( A + B

+ C )

CASH AND CASH EQUIVALENTS AS AT THE BEGINNING OF THE

YEAR

CASH AND CASH EQUIVALENTS AS AT THE END OF THE YEAR

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Notes forming part of the Standalone Financial Statements

1. CORPORATE INFORMATION

Tata Cleantech Capital Limited (the "Company") is a subsidiary of Tata Capital Limited and

a Systemically Important Non Deposit Accepting Non-Banking Finance Company

(“NBFC”), holding a Certificate of Registration from the Reserve Bank of India (“RBI”)

received on October 19, 2012. The Company has received the Certificate of Registration as

a "Infrastructure Finance Company" from RBI dated October 15, 2015. The Company is

engaged in the business of providing finance and advisory services for renewable energy,

energy efficiency and water management projects.

2. SIGNIFICANT ACCOUNTING POLICIES

i. Statement of compliance

In accordance with the notification issued by the Ministry of Corporate Affairs, the

Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified

under the Companies (Indian Accounting Standards) Rules, 2015. The Company has

adopted Ind AS from April 1, 2018 with effective transition date as April 1, 2017. These

financial statements have been prepared in accordance with Ind AS as notified under the

Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the

Companies Act, 2013 (the “Act”). The transition was carried out from Accounting

Principles generally accepted in India as prescribed under Section 133 of the Act, read with

Rule 7 of the Companies (Accounts) Rules, 2014 (“IGAAP” or “previous GAAP”).

An explanation of how the transition to Ind AS has affected the previously reported

financial position, financial performance and cash flows of the Company is provided in

Note no 3.

The Company is regulated by the Reserve Bank of India (‘RBI’). The RBI periodically

issues/amends directions, regulations and/or guidance (collectively “Regulatory

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Framework”) covering various aspects of the operation of the Company, including those

relating to accounting for certain types of transactions. The Regulatory Framework

contains specific instructions that need to be followed by the Company in preparing its

financial statements. The financial statements for the current and previous year may need

to undergo changes in measurement and / or presentation upon receipt of clarifications

on the Regulatory Framework or changes thereto.

ii. Presentation of financial statements

The Balance Sheet, Statement of Profit and Loss and Statement of changes in Equity are

prepared and presented in the format prescribed in the Division III of Schedule III of the

Act. The Statement of Cash Flows has been prepared and presented as per the

requirements of Ind AS. Amounts in the financial statements are presented in Indian

Rupees in Lakh.

iii. Basis of preparation and presentation

The financial statements have been prepared on the historical cost basis except for certain

financial instruments that are measured at fair values at the end of each reporting period

as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange

for goods and services at the time of entering into the transaction.

Measurement of fair values:

Fair value is the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date,

regardless of whether that price is directly observable or estimated using another

valuation technique.

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Fair value for measurement and/or disclosure purposes for certain items in these financial

statements is determined considering the following measurement methods:

Items Measurement basis

Certain financial assets and liabilities Fair value

Net defined benefit (asset)/liability Fair value of planned assets less present

value of defined benefit obligations

Property plant and equipment Value in use under Ind AS 36

Fair value measurements under Ind AS are categorised into Level 1, 2, or 3 based on the

degree to which the inputs to the fair value measurements are observable and the

significance of the inputs to the fair value measurement in its entirety, which are

described as follows:

a) Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or

liabilities that the Company can access at measurement date

b) Level 2: inputs are other than quoted prices included within level 1, that are

observable for the asset or liability, either directly or indirectly; and

c) Level 3: inputs are unobservable inputs for the valuation of assets or liabilities that the

Company can access at measurement date.

Valuation model and framework used for fair value measurement and disclosure of

financial instrument:

Refer note 34A and 34B.

iv. Use of estimates and judgements

The preparation of financial statements requires the management of the Company to

make judgements, assumptions and estimates that affect the reported balances of assets

and liabilities and disclosures relating to the contingent liabilities as at the date of the

financial statements and reported amounts of income and expenses for the reporting

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period. The application of accounting policies that require critical accounting estimates

involving complex and subjective judgments and the use of assumptions in the financial

statements have been disclosed as applicable in the respective notes to accounts.

Accounting estimates could change from period to period. Future results could differ from

these estimates. Appropriate changes in estimates are made as the Management becomes

aware of changes in circumstances surrounding the estimates. Changes in estimates are

reflected in the financial statements in the period in which changes are made and, if

material, their effect are disclosed in the notes to the financial statements.

Judgements:

Information about judgements made in applying accounting policies that have a most

significant effect on the amount recognised in the financial statements is included in the

following note:

- Note ix - classification of financial assets: assessment of the business model within

which the assets are held and assessment of whether the contractual terms of the

financial asset are solely payments of principal and interest on the principal amount

outstanding.

Assumptions and estimation of uncertainties:

Information about assumptions and estimation of uncertainties that have a significant risk

of resulting in a material adjustment in the year ending March 31, 2019 are included in the

following notes:

- Note x - impairment test of non-financial assets: key assumption underlying

recoverable amounts.

- Note x - useful life of property, plant, equipment and intangibles.

- Note xvii – recognition of deferred tax assets: availability of future taxable profit

against which carry forward deferred tax asset can be set off.

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- Notes xx – recognition and measurement of provisions and contingencies: key

assumptions about the likelihood and magnitude of an outflow of resources.

- Note 33 – measurement of defined benefit obligations: key actuarial assumptions.

- Note 34C – determination of the fair value of financial instruments with significant

unobservable inputs.

- Note 35A(iii) – impairment of financial instruments: assessment of whether credit risk

on the financial asset has increased significantly since initial recognition and

incorporation of forward-looking information in the measurement of expected credit

loss (ECL).

- Note 35A(iii) – impairment of financial instruments: key assumptions used in

estimating recoverable cash flows.

v. Interest

Interest consists of consideration for the time value of money, for the credit risk

associated with the principal amount outstanding during a particular period of time and

for other basic lending risks and costs, as well as a profit margin.

Interest income and expense are recognised using the effective interest method. The

effective interest rate (EIR) is the rate that exactly discounts estimated future cash flows

through the expected life of the financial instrument to the gross carrying amount of the

financial asset or amortised cost of the financial liability.

The calculation of the EIR includes all fees paid or received that are incremental and

directly attributable to the acquisition or issue of a financial asset or liability.

The interest income is calculated by applying the EIR to the gross carrying amount of

non-credit impaired financial assets (i.e. at the amortised cost of the financial asset before

adjusting for any expected credit loss allowance). For credit-impaired financial assets the

interest income is calculated by applying the EIR to the amortised cost of the

credit-impaired financial assets {i.e. at the amortised cost of the financial asset after

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adjusting for any expected credit loss allowance (ECLs)}. The Company assesses the

collectability of the interest on credit impaired assets at each reporting date. Based on

the outcome of such assessment, the Interest income accrued on credit impaired financial

assets are either accounted for as income or written off as per the write off policy of the

Company.

The interest cost is calculated by applying the EIR to the amortised cost of the financial

liability.

The ‘amortised cost’ of a financial asset or financial liability is the amount at which the

financial asset or financial liability is measured on initial recognition minus the principal

repayments, plus or minus the cumulative amortisation using the effective interest

method of any difference between that initial amount and the maturity amount and, for

financial assets, adjusted for any expected credit loss allowance.

The ‘gross carrying amount of a financial asset’ is the amortised cost of a financial asset

before adjusting for any expected credit loss allowance.

vi. Income from services and distribution of financial products

Fees for financial advisory services are accounted as and when the service is rendered

provided there is reasonable certainty of its ultimate realisation.

vii. Dividend income

Income from dividend on investment in equity shares of corporate bodies and units of

mutual funds is accounted when the Company’s right to receive dividend is established.

viii. Leases

Leases are classified as operating lease where significant portion of risks and reward of

ownership of assets acquired under lease is retained by the lessor. Leases of assets under

which substantially all of the risks and rewards of ownership are effectively retained by

the lessee are classified as finance lease.

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Lease rental - under operating leases (excluding amount for services such as insurance and

maintenance) are recognised on a straight-line basis over the lease term, except for

increase in line with expected inflationary cost.

ix. Financial Instruments

Financial assets and financial liabilities are recognised in the Company’s balance sheet on

trade date when the Company becomes a party to the contractual provisions of the

instrument. Loan is recorded upon remittance of the funds.

Recognised financial assets and financial liabilities are initially measured at fair value.

Transaction costs and revenues that are directly attributable to the acquisition or issue of

financial assets and financial liabilities (other than financial assets and financial liabilities

measured at FVTPL) are added to or deducted from the fair value of the financial assets or

financial liabilities, as appropriate, on initial recognition. Transaction costs and revenues

directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are

recognised immediately in the Statement of Profit or Loss.

If the transaction price differs from fair value at initial recognition, the Company will

account for such difference as follows:

a) if fair value is evidenced by a quoted price in an active market for an identical asset or

liability or based on a valuation technique that uses only data from observable markets,

then the difference is recognised in profit or loss on initial recognition (i.e. day 1 profit or

loss);

b) in all other cases, the fair value will be adjusted to bring it in line with the transaction

price (i.e. day 1 profit or loss will be deferred by including it in the initial carrying amount

of the asset or liability).

After initial recognition, the deferred gain or loss will be released to profit or loss on a

rational basis, only to the extent that it arises from a change in a factor (including time)

that market participants would take into account when pricing the asset or liability.

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a) Financial assets

Classification

On initial recognition, depending on the Company’s business model for managing the

financial assets and its contractual cash flow characteristics, a financial asset is classified as

measured at;

1) amortised cost;

2) fair value through other comprehensive income (FVTOCI); or

3) fair value through profit and loss (FVTPL).

Initial recognition and measurement

Financial asset is recognised on trade date initially at cost of acquisition net of transaction

cost and income that is attributable to the acquisition of the financial asset. Cost equates

the fair value on acquisition. Financial asset measured at amortised cost and Financial

asset measured at fair value through other comprehensive income is presented at gross

carrying value in the Financial statements. Unamortised transaction cost and incomes and

impairment allowance on Financial asset is shown separately under the heading "Other

non-financial asset", “Other non-financial liability" and "Provisions" respectively.

Assessment of Business model

An assessment of the applicable business model for managing financial assets is

fundamental to the classification of a financial asset. The Company determines the

business models at a level that reflects how financial assets are managed together to

achieve a particular business objective. The Company’s business model does not depend

on management’s intentions for an individual instrument, therefore the business model

assessment is performed at a higher level of aggregation rather than on an

instrument-by-instrument basis.

The Company could have more than one business model for managing its financial

instruments which reflect how the Company manages its financial assets in order to

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generate cash flows. The Company’s business models determine whether cash flows will

result from collecting contractual cash flows, selling financial assets or both.

The Company considers all relevant information available when making the business

model assessment. The Company takes into account all relevant evidence available such

as:

1) how the performance of the business model and the financial assets held within that

business model are evaluated and reported to the entity’s key management personnel

and board of directors;

2) the risks that affect the performance of the business model (and the financial assets

held within that business model) and, in particular, the way in which those risks are

managed;

3) how managers of the business are compensated (e.g. whether the compensation is

based on the fair value of the assets managed or on the contractual cash flows collected)

4) At initial recognition of a financial asset, the Company determines whether newly

recognised financial assets are part of an existing business model or whether they reflect

the commencement of a new business model. The Company reassesses its business

models each reporting period to determine whether the business model/(s) have changed

since the preceding period. For the current and prior reporting period the Company has

not identified a change in its business model.

Based on the assessment of the business models, the Company has identified the three

following choices of classification of financial assets:

a) Financial assets that are held within a business model whose objective is to collect the

contractual cash flows ("Asset held to collect contractual cash-flows"), and that have

contractual cash flows that are solely payments of principal and interest on the

principal amount outstanding (SPPI), are measured at amortised cost;

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b) Financial assets that are held within a business model whose objective is both to

collect the contractual cash flows and to sell the assets, ("Contractual cash flows of

Asset collected through hold and sell model") and that have contractual cash flows

that are SPPI, are measured at FVTOCI.

c) All other financial assets (e.g. managed on a fair value basis, or held for sale) and

equity investments are measured at FVTPL.

Financial asset at amortised cost

Amortised cost of financial asset is calculated by taking into account any discount or

premium on acquisition and fees or costs that are an integral part of the EIR. For the

purpose of SPPI test, principal is the fair value of the financial asset at initial recognition.

That principal amount may change over the life of the financial asset (e.g. if there are

repayments of principal). Contractual cash flows that do not introduce exposure to risks or

volatility in the contractual cash flows on account of changes such as equity prices or

commodity prices and are related to a basic lending arrangement, do give rise to SPPI. An

originated or an acquired financial asset can be a basic lending arrangement irrespective

of whether it is a loan in its legal form.

The EIR amortisation is included in finance income in the Statement of Profit and Loss. The

losses arising from impairment are recognised in the Statement of Profit and Loss.

Financial asset at fair value through Other Comprehensive Income (FVTOCI)

After initial measurement, basis assessment of the business model as "Contractual cash

flows of Asset collected through hold and sell model and SPPI", such financial assets are

classified to be measured at FVTOCI. Contractual cash flows that do introduce exposure to

risks or volatility in the contractual cash flows due to changes such as equity prices or

commodity prices and are unrelated to a basic lending arrangement, do not give rise to

SPPI.

The EIR amortisation is included in finance income in the Statement of Profit and Loss. The

losses arising from impairment are recognised in the Statement of Profit and Loss. The

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carrying value of the financial asset is fair valued by discounting the contractual cash flows

over contractual tenure basis the internal rate of return of a new similar asset originated

in the month of reporting and such unrealised gain/loss is recorded in other

comprehensive income (OCI). Where such a similar product is not originated in the month

of reporting, the closest product origination is used as a proxy. Upon sale of the financial

asset, actual gain/loss realised is recorded in the Statement of Profit and Loss and the

unrealised gain/losses is recorded in OCI are recycled to the Statement of Profit and Loss.

Financial asset at fair value through profit and loss (FVTPL)

Financial asset, which does not meet the criteria for categorization at amortized cost or

FVTOCI, is classified as at FVTPL. In addition, the Company may elect to classify a financial

asset, which otherwise meets amortized cost or FVTOCI criteria, as FVTPL. However, such

election is allowed only if doing so reduces or eliminates a measurement or recognition

inconsistency (referred to as ‘accounting mismatch’). Financial assets included within the

FVTPL category are measured at fair value with all changes recognized in the Statement of

Profit and Loss.

Investment in equity and mutual fund

Investment in equity and mutual fund are classified as FVTPL and measured at fair value

with all changes recognised in the Statement of Profit and Loss. Upon initial recognition,

the Company, on an instrument-by-instrument basis, may elect to classify equity

instruments other than held for trading either as FVTOCI or FVTPL. Such election is

subsequently irrevocable. If FVTOCI is elected, all fair value changes on the instrument,

excluding dividends, are recognized in OCI. There is no recycling of the gains or losses from

OCI to the Statement of Profit and Loss, even upon sale of investment. However, the

Company may transfer the cumulative gain or loss within other equity upon realisation.

Reclassifications within classes of financial assets

A change in the business model would lead to a prospective re-classification of the

financial asset and accordingly the measurement principles applicable to the new

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classification will be applied. During the current financial year and previous accounting

period there was no change in the business model under which the Company holds

financial assets and therefore no reclassifications were made.

Impairment of Financial Asset

Impairment approach

The Company is required to recognise expected credit losses (ECLs) based on

forward-looking information for all financial assets at amortised cost, lease receivables,

debt financial assets at fair value through other comprehensive income, loan

commitments and financial guarantee contracts. No impairment loss is applicable on

equity investments.

At the reporting date, an allowance (or provision for loan commitments and financial

guarantees) is required for the 12 month ECLs. If the credit risk has significantly increased

since initial recognition (Stage 1), an allowance (or provision) should be recognised for the

lifetime ECLs for financial instruments for which the credit risk has increased significantly

since initial recognition (Stage 2) or which are credit impaired (Stage 3).

The measurement of ECL is calculated using three main components: (i) probability of

default (PD) (ii) loss given default (LGD) and (iii) the exposure at default (EAD). The 12

month ECL is calculated by multiplying the 12 month PD, LGD and the EAD. The 12 month

and lifetime PDs represent the PD occurring over the next 12 months and the remaining

maturity of the instrument respectively. The EAD represents the expected balance at

default, taking into account the repayment of principal and interest from the balance

sheet date to the default event together with any expected drawdowns of committed

facilities. The LGD represents expected losses on the EAD given the event of default, taking

into account, among other attributes, the mitigating effect of collateral value at the time it

is expected to be realised and the time value of money.

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The Company applies a three-stage approach to measure ECL on financial assets

accounted for at amortised cost and FVTOCI. Assets migrate through the following three

stages based on the change in credit quality since initial recognition.

1. Stage 1: 12-months ECL

For exposures where there has not been a significant increase in credit risk since initial

recognition and that are not credit impaired upon origination, the portion of the lifetime

ECL associated with the probability of default events occurring within the next 12 months

is recognised. Exposures with days past due (DPD) less than or equal to 29 days are

classified as stage 1. The determination of 12 month ECL is based on the internal rating

mapped to external Crisil rating wherever external ratings are available since there is no

observed default basis internal data to determine probability of default. Where external

rating are not available, such accounts are considered to be BBB rated which is the

average observed rating of the portfolio. Internal rating better than BB, BB+ or BB-ve is

considered as stage 1.

2. Stage 2: Lifetime ECL – not credit impaired

For credit exposures where there has been a significant increase in credit risk since initial

recognition but that are not credit impaired, a lifetime ECL is recognised. Exposures with

DPD equal to 30 days but less than or equal to 89 days are classified as stage 2. At each

reporting date, the Company assesses whether there has been a significant increase in

credit risk for financial asset since initial recognition by comparing the risk of default

occurring over the expected life between the reporting date and the date of initial

recognition. Internal rating equal to BB, BB+ or BB-ve is considered as stage 2.

3. Stage 3: Lifetime ECL – credit impaired

Financial asset is assessed as credit impaired when one or more events that have a

detrimental impact on the estimated future cash flows of that asset have occurred. For

financial asset that have become credit impaired, a lifetime ECL is recognised on principal

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outstanding as at period end. Exposures with DPD equal to or more than 90 days are

classified as stage 3. Internal rating equal to D is considered as stage 3.

A loan that has been renegotiated due to a deterioration in the borrower’s condition is

usually considered to be credit-impaired unless there is evidence that the risk of not

receiving contractual cash flows has reduced significantly and there are no other

indicators of impairment. ECL is recognised on EAD as at period end. If the terms of a

financial asset are renegotiated or modified due to financial difficulties of the borrower,

then such asset is moved to stage 3, lifetime ECL under stage 3 on the outstanding amount

is applied.

The Company assesses when a significant increase in credit risk has occurred based on

quantitative and qualitative assessments. Exposures are considered to have resulted in a

significant increase in credit risk and are moved to Stage 2 when:

1. Quantitative test: Accounts that are 30 calendar days or more past due move to

Stage 2 automatically. Accounts that are 90 calendar days or more past due move to

Stage 3 automatically.

2. Qualitative test: Accounts that meet the portfolio’s ‘high risk’ criteria and are subject

to closer credit monitoring. High risk customers may not be in arrears but either

through an event or an observed behaviour exhibit credit distress.

3. Reversal in Stages: Exposures will move back to Stage 2 or Stage 1 respectively, once

they no longer meet the quantitative criteria set out above. For exposures classified

using the qualitative test, when they no longer meet the criteria for a significant

increase in credit risk and when any cure criteria used for credit risk management are

met

The definition of default for the purpose of determining ECLs has been aligned to the

Reserve Bank of India definition of default, which considers indicators that the debtor is

unlikely to pay and is no later than when the exposure is more than 90 days past due.

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The Company continues to incrementally provide for the asset post initial recognition in

Stage 3, based on its estimate of the recovery.

The measurement of all expected credit losses for financial assets held at the reporting

date are based on historical experience, current conditions, reasonable and supportable

forecasts. The measurement of ECL involves increased complexity and judgement,

including estimation of PDs, LGD, a range of unbiased future economic scenarios,

estimation of expected lives and estimation of EAD and assessing significant increases in

credit risk.

Inputs, assumptions and estimation techniques used for estimating ECL:

Refer note 35A(iii)

Impairment of Trade receivables

Impairment allowance on trade receivables is made on the basis of life time credit loss

method, in addition to specific provision considering the uncertainty of recoverability of

certain receivables.

Modification and De-recognition of financial assets

Modification of financial assets

A modification of a financial asset occurs when the contractual terms governing the cash

flows of a financial asset are renegotiated or otherwise modified between initial

recognition and maturity of the financial asset. A modification affects the amount and/or

timing of the contractual cash flows either immediately or at a future date. The Company

renegotiates loans to customers in financial difficulty to maximise collection and minimise

the risk of default. A loan forbearance is granted in cases where although the borrower

made all reasonable efforts to pay under the original contractual terms, there is a high risk

of default or default has already happened and the borrower is expected to be able to

meet the revised terms. The revised terms in most of the cases include an extension of the

maturity of the loan, changes to the timing of the cash flows of the loan (principal and

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interest repayment), reduction in the amount of cash flows due (principal and interest

forgiveness). Such accounts are classified as stage 3 immediately upon such modification

in the terms of the contract.

Not all changes in terms of loans are considered as renegotiation and changes in terms of

a class of obligors that are not overdue is not considered as renegotiation and is not

subjected to deterioration in staging.

De-recognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of

similar financial assets) is derecognised when:

1) the rights to receive cash flows from the asset have expired, or

2) the Company has transferred its rights to receive cash flows from the asset and

substantially all the risks and rewards of the asset, or the Company has neither

transferred nor retained substantially all the risks and rewards of the asset, but has

transferred control of the asset

If the Company retains substantially all the risks and rewards of ownership of a transferred

financial asset, the Company continues to recognise the financial asset and also recognises

a collateralised borrowing for the proceeds received.

Write-off

Impaired loans and receivables are written off, against the related allowance for loan

impairment on completion of the Company’s internal processes and when the Company

concludes that there is no longer any realistic prospect of recovery of part or all of the

loan. For loans that are individually assessed for impairment, the timing of write off is

determined on a case by case basis. A write-off constitutes a de-recognition event. The

Company has a right to apply enforcement activities to recover such written off financial

assets. Subsequent recoveries of amounts previously written off are credited to the

income statement.

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Presentation of ECL allowance for financial asset:

Type of Financial asset Disclosure

Financial asset measured at amortised

cost

shown separately under the head

“provisions” and not as a deduction from the

gross carrying amount of the assets Financial assets measured at FVTOCI

Loan commitments and financial

guarantee contracts

shown separately under the head

“provisions”

Where a financial instrument includes both a drawn and an undrawn component and the

Company cannot identify the ECL on the loan commitment separately from those on the

drawn component, the Company presents a combined loss allowance for both

components under “provisions”.

Financial liability, Equity and Compound Financial Instruments

Financial liabilities and equity

Debt and equity instruments that are issued are classified as either financial liabilities or as

equity in accordance with the substance of the contractual arrangement.

Financial liabilities

A financial liability is a contractual obligation to deliver cash or another financial asset or

to exchange financial assets or financial liabilities with another entity under conditions

that are potentially unfavourable to the Company or a contract that will or may be settled

in the Company’s own equity instruments and is a non-derivative contract for which the

Company is or may be obliged to deliver a variable number of its own equity instruments,

or a derivative contract over own equity that will or may be settled other than by the

exchange of a fixed amount of cash (or another financial asset) for a fixed number of the

Company’s own equity instruments.

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Classification

The Company classifies its financial liability as "Financial liability measured at amortised

cost" except for those classified as financial liabilities measured at fair value through profit

and loss (FVTPL).

Initial recognition and measurement

Financial liability is recognised initially at cost of acquisition net of transaction costs and

incomes that is attributable to the acquisition of the financial liability. Cost equates the

fair value on acquisition. Company may irrevocably designate a financial liability that meet

the amortised cost as measured at FVTPL if doing so eliminates or significantly reduces an

accounting mismatch (referred to as the fair value option).

De-recognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s

obligations are discharged, cancelled or have expired. The difference between the carrying

amount of the financial liability derecognised and the consideration paid and payable is

recognised in profit or loss.

Equity

An equity instrument is any contract that evidences a residual interest in the assets of an

entity after deducting all of its liabilities. Equity instruments issued by the Company are

recognised at the proceeds received, net of direct issue costs. A conversion option that

will be settled by the exchange of a fixed amount of cash or another financial asset for a

fixed number of the Company’s own equity instruments is an equity instrument.

No gain/loss is recognised in profit or loss on the purchase, sale, issue or cancellation of

the Company’s own equity instruments.

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b) Cash, Cash equivalents and bank balances

Cash, Cash equivalents and bank balances include fixed deposits, margin money deposits,

and earmarked balances with banks are carried at amortised cost. Short term and liquid

investments being subject to more than insignificant risk of change in value, are not

included as part of cash and cash equivalents.

x. Property, plant and equipment

a. Tangible

Tangible property, plant and equipment (PPE) acquired by the Company are reported at

acquisition cost less accumulated depreciation and accumulated impairment losses, if

any. The acquisition cost includes any cost attributable for bringing asset to its working

condition net of tax/duty credits availed, which comprises of purchase consideration,

other directly attributable costs of bringing the assets to their working condition for their

intended use. PPE is recognised when it is probable that future economic benefits

associated with the item will flow to the Company and the cost of the item can be

measured reliably.

b. Capital work-in-progress

PPE not ready for the intended use on the date of the Balance Sheet are disclosed as

“capital work-in-progress” and carried at cost, comprising direct cost, related incidental

expenses and attributable interest.

c. Intangible

Intangible assets are recognised when it is probable that the future economic benefits that

are attributable to the asset will flow to the enterprise and the cost of the asset can be

measured reliably. Intangible assets are stated at original cost net of tax/duty credits

availed, if any, less accumulated amortisation and cumulative impairment. Administrative

and other general overhead expenses that are specifically attributable to acquisition of

intangible assets are allocated and capitalised as a part of the cost of the intangible assets.

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Expenses on software support and maintenance are charged to the Statement of Profit

and Loss during the year in which such costs are incurred.

d. Intangible assets under development

Intangible assets not ready for the intended use on the date of Balance Sheet are disclosed

as “Intangible assets under development”.

e. Depreciation and Amortisation

Depreciable amount for tangible property, plant and equipment is the cost of an asset, or

other amount substituted for cost, less its estimated residual value.

Depreciation on tangible property, plant and equipment deployed for own use has been

provided on the straight-line method as per the useful life prescribed in Schedule II to the

Companies Act, 2013 except in respect of Buildings, Computer Equipment, networking

assets and Vehicles, in whose case the life of the assets has been assessed based on the

nature of the asset, the estimated usage of the asset, the operating conditions of the

asset, past history of replacement, etc. Depreciation method is reviewed at each financial

year end to reflect expected pattern of consumption of the future economic benefits

embodied in the asset. The estimated useful life and residual values are also reviewed at

each financial year end with the effect of any change in the estimates of useful

life/residual value is accounted on prospective basis. Depreciation for additions

to/deductions from, owned assets is calculated pro rata to the remaining period of use.

Depreciation charge for impaired assets is adjusted in future periods in such a manner that

the revised carrying amount of the asset is allocated over its remaining useful life. All

capital assets with individual value less than Rs. 5,000 are depreciated fully in the year in

which they are purchased.

Purchased software / licenses are amortised over the estimated useful life during which

the benefits are expected to accrue, while Goodwill if any is tested for impairment at each

Balance Sheet date. The method of amortisation and useful life are reviewed at the end of

each accounting year with the effect of any changes in the estimate being accounted for

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on a prospective basis. Amortisation on impaired assets is provided by adjusting the

amortisation charge in the remaining periods so as to allocate the asset’s revised carrying

amount over its remaining useful life.

Estimated useful life considered by the Company are:

Asset Estimated Useful Life

Computer Equipment Owned: 3 to 4 years

Office Equipment Owned: 5 years

Vehicles Owned: 4 years

Investment Property 25 years

f. Investment property

Properties held to earn rentals and/or capital appreciation are classified as Investment

properties and measured and reported at cost, including transaction costs. When the use

of an existing property changes from owner-occupied to investment property, the

property is reclassified as investment property at its carrying amount on the date of

reclassification.

An investment property is derecognised upon disposal or when the investment property is

permanently withdrawn from use and no future economic benefits are expected from the

disposal. Any gain or loss arising on de-recognition of property is recognised in the

Statement of Profit and Loss in the same period.

g. Impairment of assets

Upon an observed trigger or at the end of each accounting year, the Company reviews the

carrying amounts of its PPE, investment property and intangible asset to determine

whether there is any indication that the asset have suffered an impairment loss. If such

indication exists, the PPE, investment property and intangible assets are tested for

impairment so as to determine the impairment loss, if any.

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Impairment loss is recognised when the carrying amount of an asset exceeds its

recoverable amount. Recoverable amount is the higher of fair value less costs of disposal

and value in use. In assessing value in use, the estimated future cash flows are discounted

to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset for which the

estimates of future cash flows have not been adjusted.

If recoverable amount of an asset is estimated to be less than its carrying amount, such

deficit is recognised immediately in the Statement of Profit and Loss as impairment loss

and the carrying amount of the asset is reduced to its recoverable amount.

When an impairment loss subsequently reverses, the carrying amount of the asset is

increased to the revised estimate of its recoverable amount, so that the increased carrying

amount does not exceed the carrying amount that would have been determined had no

impairment loss is recognised for the asset in prior years. A reversal of an impairment loss

is recognised immediately in the Statement of Profit and Loss.

h. De-recognition of property, plant and equipment and intangible asset

An item of property, plant and equipment is derecognised upon disposal or when no

future economic benefits are expected to arise from the continued use of the asset. Any

gain or loss arising on the disposal or retirement of an item of property, plant and

equipment is determined as the difference between the sales proceeds and the carrying

amount of the asset and is recognised in the Statement of Profit and Loss. An intangible

asset is derecognised on disposal, or when no future economic benefits are expected from

use or disposal. Gains or losses arising from de-recognition of an intangible asset,

measured as the difference between the net disposal proceeds and the carrying amount

of the asset, are recognised in the Statement of Profit and Loss.

xi. Non-Current Assets held for sale: Non-current assets are classified as held for sale if

their carrying amount is intended to be recovered principally through a sale (rather than

through continuing use) when the asset is available for immediate sale in its present

condition subject only to terms that are usual and customary for sale of such asset and

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the sale is highly probable and is expected to qualify for recognition as a completed sale

within one year from the date of classification.

Non-current assets classified as held for sale are measured at lower of their carrying

amount and fair value less costs to sell.

xii. Employee Benefits

Defined Employee benefits include provident fund, superannuation fund, employee state

insurance scheme.

Defined contribution benefits includes gratuity fund, compensated absences, long service

awards and post-employment medical benefits.

Defined contribution plans

The eligible employees of the Company are entitled to receive benefits under the

provident fund, a defined contribution plan, in which both employees and the Company

make monthly contributions at a specified percentage of the covered employees’ salary

(currently 12% of employees’ salary), which is recognised as an expense in the Statement

of Profit and Loss in the year in which they occur. These contributions to Provident fund

are administered by the Regional Provident Fund Commissioner. The Company is generally

liable for annual contributions and any deficiency in interest cost compared to interest

computed based on the rate of interest declared by the Central Government under the

employee provident scheme, 1952 is recognised as an expense in the year in which it is

determined.

The Company's contribution to superannuation fund and employee state insurance

scheme are considered as defined contribution plans and are charged as an expense in the

Statement of Profit and Loss based on the amount of contribution required to be made

and when services are rendered by the employees.

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Defined benefit plans

For defined benefit plans in the form of gratuity, the cost of providing benefits is

determined using the Projected Unit Credit method, with actuarial valuations being

carried out at each Balance Sheet date. Re-measurement of the net defined benefit

liability, which comprise actuarial gains and losses, the return on plan assets (excluding

interest) and the effect of the asset ceiling (if any, excluding interest), are recognised

immediately in OCI. Past service cost is recognised immediately to the extent that the

benefits are already vested and otherwise is amortised on a straight-line basis over the

average period until the benefits become vested. The retirement benefit obligation

recognised in the Balance Sheet represents the present value of the defined benefit

obligation as adjusted for unrecognised past service cost, as reduced by the fair value of

scheme assets. Any asset resulting from this calculation is limited to past service cost, plus

the present value of available refunds and reductions in future contributions to the

schemes.

Short-term employee benefits

The undiscounted amount of short-term employee benefits expected to be paid in

exchange for the services rendered by employees are recognised during the year when the

employees render the service. These benefits include performance incentive and

compensated absences which are expected to occur within twelve months after the end of

the year in which the employee renders the related service.

The cost of short-term compensated absences is accounted as under:

(a) in case of accumulated compensated absences, when employees render the services

that increase their entitlement of future compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

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Long-term employee benefits

Compensated absences which are not expected to occur within twelve months after the

end of the year in which the employee renders the related service are recognised as a

liability at the present value of the defined benefit obligation as at the balance sheet date

less the fair value of the plan assets out of which the obligations are expected to be

settled. Long term service awards are recognised as a liability at the present value of the

defined benefit obligation as at the balance sheet date.

Share based payment transaction

The stock options of the Parent Company are granted to employees pursuant to the

Company’s Stock Options Schemes, are measured at the fair value of the options at the

grant date. The amount recognised as expense is based on the estimate of the number of

options for which the related service and non-market and non-market vesting conditions

are expected to be met, such that the amount ultimately recognised as an expense is

based on the number of options that do meet the related service and non-market vesting

conditions at the vesting date. For share-based options with non-vesting conditions, the

grant date fair value of the share-based payment is measured to reflect such conditions

and there is no true-up for differences between expected and actual outcomes. The fair

value of the options is treated as discount and accounted as employee compensation cost

over the vesting period on a straight line basis. The amount recognised as expense in each

year is arrived at based on the number of grants expected to vest. If a grant lapses after

the vesting period, the cumulative discount recognised as an expense in respect of such

grant is transferred to the general reserve within other equity, which a free reserve in

nature.

xiii. Securities premium account

The Company records premium on issuance of new equity shares above par value. The

issue expenses of securities which qualify as equity instruments are written off against

securities premium account.

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xiv. Foreign currencies transactions

Transactions in currencies other than the Company’s functional currency are recorded on

initial recognition using the exchange rate at the transaction date. At each Balance Sheet

date, foreign currency monetary items are reported at the rates prevailing at the year end.

Non-monetary items that are measured in terms of historical cost in foreign currency are

not retranslated.

Exchange differences that arise on settlement of monetary items or on reporting of

monetary items at each Balance Sheet date at the closing spot rate are recognised in the

Statement of Profit and Loss in the period in which they arise.

xv. Operating Segments

The Company is engaged in the business of providing loans to corporate borrowers in India

in the solar, windmill & other infrastructure space. The Chief Operating Decision Maker

(CODM) of the Company is the Board of Directors.

xvi. Earnings per share

Basic earnings per share has been computed by dividing the net income by the weighted

average number of shares outstanding during the year. Partly paid up equity share is

included as fully paid equivalent according to the fraction paid up.

Diluted earnings per share has been computed using the weighted average number of

shares and dilutive potential shares, except where the result would be anti-dilutive

xvii. Taxation

Income Tax

Income tax expense comprises current and deferred taxes. Income tax expense is

recognized in the Statement of Profit and Loss, other comprehensive income or directly in

equity when they relate to items that are recognized in the respective line items.

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Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or

loss for the year and any adjustment to the tax payable or receivable in respect of

previous years. The amount of current tax reflects the best estimate of the tax amount

expected to be paid or received after considering the uncertainty, if any, related to income

taxes. It is measured using tax rates (and tax loss) enacted or substantively enacted by the

reporting date.

Current tax asset and liabilities are offset only if there is a legally enforceable right to set

off the recognised amounts and it is intended to realise the asset and settle the liability on

a net basis or simultaneously.

Deferred Tax

Deferred tax assets and liabilities are recognized for the future tax consequences of

temporary differences between the carrying values of assets and liabilities and their

respective tax bases, and unutilized business loss and depreciation carry-forwards and tax

credits. Deferred tax assets are recognized to the extent that it is probable that future

taxable income will be available against which the deductible temporary differences,

unused tax losses, depreciation carry-forwards and unused tax credits could be utilized.

Deferred tax assets and liabilities are measured based on the tax rates that are expected

to apply in the period when the asset is realized or the liability is settled, based on tax

rates and tax laws that have been enacted or substantively enacted by the balance sheet

date.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set

off current tax assets against current tax liabilities and when they relate to income taxes

levied by the same taxation authority and the Company intends to settle its current tax

assets and liabilities on a net basis.

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xviii. Goods and Services Input Tax Credit

Goods and Services tax input credit is accounted for in the books in the period in which

the supply of goods or service received is accounted and when there is no uncertainty in

availing/utilising the credits.

xix. Provisions, contingent liabilities and contingent assets

Provisions are recognised only when:

(i) an entity has a present obligation (legal or constructive) as a result of a past event; and

(ii) it is probable that an outflow of resources embodying economic benefits will be

required to settle the obligation; and

(iii) a reliable estimate can be made of the amount of the obligation

Provision is measured using the cash flows estimated to settle the present obligation and

when the effect of time value of money is material, the carrying amount of the provision is

the present value of those cash flows. Reimbursement expected in respect of expenditure

required to settle a provision is recognised only when it is virtually certain that the

reimbursement will be received.

Contingent liability is disclosed in case of:

(i) a present obligation arising from past events, when it is not probable that an outflow

of resources will be required to settle the obligation; and

(ii) a present obligation arising from past events, when no reliable estimate is possible.

Contingent assets are disclosed where an inflow of economic benefits is probable.

Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet

date.

Where the unavoidable costs of meeting the obligations under the contract exceed the

economic benefits expected to be received under such contract, the present obligation

under the contract is recognised and measured as a provision.

Contingent assets are not recognised in the financial statements

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xx. Commitments

Commitments are future liabilities for contractual obligation, classified and disclosed as

follows:

a) estimated amount of contracts remaining to be executed on capital account and not

provided for;

b) other non-cancellable commitments, if any, to the extent they are considered material

and relevant in the opinion of management.

c) other commitments related to sales/procurements made in the normal course of

business are not disclosed to avoid excessive details.

d) commitments under Loan agreement to disburse Loans

xxi. Statement of Cash Flows

Statement of Cash Flows is prepared segregating the cash flows into operating, investing

and financing activities. Cash flow from operating activities is reported using indirect

method adjusting the net profit for the effects of:

i. changes during the period in operating receivables and payables transactions of a

non-cash nature;

ii. non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign

currency gains and losses, and undistributed profits of associates and joint ventures; and

iii. all other items for which the cash effects are investing or financing cash flows.

Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows

exclude items which are not available for general use as on the date of Balance Sheet.

xxii. Dividend payable (including dividend distribution tax)

Interim dividend declared to equity shareholders, if any, is recognised as liability in the

period in which the said dividend has been declared by the Directors. Final dividend

declared, if any, is recognised in the period in which the said dividend has been approved

by the Shareholders.

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xxiii. Standard issued and applicable from April 1, 2019:

Ind AS 116 Leases:

The new standard has impact on accounting treatment of an asset taken on lease by the

Company. The Company has to measure a right-of-use of asset similar to other

non-financial asset such as property, plant and equipment and lease liability similar to

other financial liability. As a consequence, the Company will recognise the depreciation of

right-of-use asset and interest on the lease liability, and also classify cash repayments of

the lease liability into a principal portion and an interest portion and present them in the

statement of cash flows applying Ind AS 7, Statement of Cash Flows. Under Ind AS 17, for

operating lease, the Company is required to recognise the lease payment as an expense

on a straight-line basis unless another systematic basis is representative of the time

pattern of the user’s benefit.

The Company is evaluating the following list of policies, choices, exemptions and practical

expedients:

Area policy to be adopted

Definition of lease

term:

Grandfather its previous assessment of which existing contracts are, or

contain, leases on date of initial application (April 1, 2019). The definition

of lease under the new standard will only be applied prospectively

(including modifications to existing contracts).

Recognition

exemption – short

term leases:

avail exemption on short term leases on transition and subsequently

Recognition

exemption – leases

of low value items:

avail exemption on leases of low value items on transition and

subsequently. Low value items may be considered as items with a value

of less than or equal to INR 5 lacs

Transition

approach:

elected to apply modified retrospective method for all leases. This means

that

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- Right of use asset (ROU) would be measured as if standard had

always been applied but using incremental borrowing date on April

1, 2019

- Lease liability would be measured on April 1, 2019 as the present

value of the remaining lease payments and using incremental

borrowing rate on April 1, 2019

- Standard would be applied on April 1, 2019 and equity adjustment

(difference between the ROU asset and lease liability computed

above) would be recognised on April 1, 2019

- Comparative period would not be restated

- Disclosures to be made as applicable

Discount rates elected to apply a single discount rate to a portfolio of leases with

reasonably similar characteristics

Leases with a short

remaining term

elected to account for leases for which the lease term ends within 12

months of date of initial application (April 1, 2019) as short-term leases

Initial direct costs elected to exclude initial direct costs from measurement of right of use

asset on date of initial application (April 1, 2019)

Use of hindsight elected to use hindsight in estimating lease term if the contract contains

options to extend or terminate the lease

xxiv. FIRST TIME ADOPTION OF IND AS (read with note 2(i)

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the

Ministry of Corporate Affairs with effect from April 1, 2018, with a transition date of April

1, 2017. The financial statements for the period ended March 31, 2019 are the first

financial statements, the Company has prepared under Ind AS. For all periods up to and

including the year ended March 31, 2018, the Company prepared its financial statements

in accordance with the accounting standards notified under the section 133 of the

Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules,

2014 (‘Previous GAAP’).

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The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time

Adoption of Indian Accounting Standards. Ind AS 101 requires that all Ind AS standards

and interpretations that are issued and effective for the first Ind AS financial statements

be applied retrospectively and consistently for all financial years presented. Accordingly,

the Company has prepared financial statements which comply with Ind AS for the year

ended March 31, 2018 and the opening Ind AS Balance Sheet as at April 1, 2017, the date

of transition to Ind AS and also as at March 31, 2018.

In preparing these Ind AS financial statements, the Company has availed certain

exemptions and exceptions in accordance with Ind AS 101, as in Note 3. The resulting

difference between the carrying values of the assets and liabilities in the financial

statements as at the transition date under Ind AS and Previous GAAP have been

recognised directly in equity (retained earnings or another appropriate category of

equity). Note 3 explains the adjustments made by the Company in restating its financial

statements prepared under previous GAAP, including the Statement of Profit and Loss

account for the year ended March 31, 2018 and the Balance Sheet as at April 1, 2017 and

as at March 31, 2018.

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3. EXPLANATION OF TRANSITION TO IND AS

(i) Equity reconciliation (Rs. in lakh)

As at

March 31, 2018

As at

April 1, 2017

Equity as reported under IGAAP 67,011 59,107

Adjusted for Ind AS transition

a Impairment allowance on financial asset measured at amortised cost and FVTOCI (347) (359)

b (1,228) (863)

c (2) -

d 445 184

e 3 1

f Net deferred tax asset on above adjustments 398 359

g Current tax adjustments (9)

Equity under Ind AS 66,271 58,429

(ii) Total Comprehensive income reconciliation (Rs. in lakh)

For the nine month

period ended

December 31, 2017

For the year ended

March 31,

2018

Net profit as reported under IGAAP 5,820 7,904

87 12

(25) (365)

(1) (2)

2 2

(17) (22)

2 26

Current tax adjustment (33) (9)

Net deferred tax asset on above adjustments 134 121

Net profit under Ind AS 5,969 7,667

(79) 261

Remeasurement of defined benefit obligation (2) (26)

Income tax relating to items that will be reclassified to profit or loss (91)

Income tax relating to items that will not be reclassified to profit or loss 9

Total Comprehensive Income under Ind AS 5,888 7,820

(iii) Reconciliation of Statement of Cash Flow

(iv) Exemption applied

For transition to Ind AS, the Company has elected to adopt as deemed cost, the carrying value of PPE and investment property measured as

per IGAAP less accumulated depreciation and cumulative impairment on the transition date of April 1, 2017

These financial statements have been prepared in accordance with Ind AS as notified by Ministry of Corporate Affairs ( the "MCA") under the

Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of

the Act.

In accordance with the notification issued by the MCA, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified

under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2018. Previous period have been restated to Ind AS. In

accordance with Ind AS 101 First-time Adoption of Indian Accounting Standard, the Company has presented a reconciliation from the

presentation of financial statements under Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (“IGAAP”) to

Ind AS of Shareholders’ equity as at March 31, 2018 and April 1, 2017 and of the comprehensive net income for the year ended March 31, 2018.

The Company has elected to apply Ind AS 103 Business Combinations retrospectively to past business combinations from April 1, 2013. Reconciliations between Previous GAAP and Ind AS

Add /(Less) :

Impact of EIR method on other financial asset

Net fair value gain on investment measured at FVTPL

Impact of EIR method on other financial asset

Net fair value gain on Investment measured at FVTPL

Impairment allowance on financial asset at amortised cost and FVTOCI

Impact of EIR method on financial asset at amortised cost and FVTOCI

Impact of EIR method on financial asset at amortised cost and FVTOCI

Unrealised net fair value gain on financial asset measured at FVTOCI

Particulars

Particulars

There are no material adjustments to the Statements of Cash Flows as reported under the Previous GAAP.

Remeasurement of defined benefit obligation

Unrealised net fair value gain on financial asset measured at FVTOCI

Amortisation of option fair value cost for equity settled ESOP's

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3. EXPLANATION OF TRANSITION TO IND AS

Note V : Explanation to IND AS adjustments:

a. Fair valuation of investments

Under the previous GAAP, investments in equity instruments and mutual funds were classified

as long-term investments or current investments based on the intended holding period and

expected realisability. Long-term investments were carried at cost less provision for other than

temporary decline in the value of such investments. Current investments were carried at lower

of cost and fair value. Under Ind AS, these investments are required to be measured at fair

value. The resulting fair value changes of these investments (other than equity instruments

designated as FVOCI) have been recognised in retained earnings as at the date of transition

and subsequently in the profit or loss for the year ended March 31, 2018. Retained earnings

has increased by Rs. 3 lakh as at 31 March 31, 2018 (April 01, 2017 - Rs. 1 lakh). Consequent to

the above, the total equity as at March 31, 2018 decreased by Rs. 3 lakh (April 01, 2017 Rs. 1

lakh) and profit and other comprehensive income for the year ended March 31, 2018

decreased by Rs. 2 lakh respectively.

b. Fair valuation of security deposits

Under IGAAP, interest free security deposit given to landlord for premises rented, is recorded

as an asset. Under Ind AS, the security deposit is discounted based on the internal cost of

borrowings. The difference between the present value of the security deposit and the actual

value of the security deposit is recorded as prepaid rent. Interest income is recorded on the

security deposit as per Ind AS 109 and correspondingly prepaid rent is amortised over the life

of the security deposit as per Ind AS 17. Interest income net of rent expense recognised in the

Statement of Profit and Loss for the year ended March 31, 2018 is Rs. 2 lakh.

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c. Impairment allowance on Financial Instruments at Amortised cost and trade receivables

Under IGAAP, the provisioning for standard loan assets (assets with days past due (dpd) less

than or equal to 89 days) is provided at 0.4% (0.35% as on March 31, 2017 for assets with dpd

less than or equal to 119 days) as prescribed by RBI norms. For NPA assets (assets with dpd

equal to 90 days or more as on March 31, 2018 and March 31, 2017 respectively), the

minimum provisioning is made as per the RBI norms and additional provisioning is made as per

management judgement and estimates. As per Ind AS 109, the company is required to apply

expected credit loss model for stage 1 assets (dpd less than or equal to 29 days), stage 2 assets

(dpd equal to 30 days and less than 89 days) and stage 3 assets (dpd equal to 90 days or more)

based on assessment of level of credit risk and recognise the impairment allowance on loans.

Under IGAAP, the provisioning for trade receivables is made based on the assessment of the

recovery from the receivables based on management judgement and estimates. Under Ind AS

109, based on the past trend of the write off's against the receivables, a provision is made at a

rate of average write off's over the past years as compared to the revenue recognised. Such

provision is in addition to provision made based on actual expected losses under IGAAP. As a

result, the impairment allowance increased by Rs. 347 lakh as at March 31, 2018 (April 01,

2017 Rs. 359 lakh). Consequently, the total equity as at March 31, 2018 decreased by Rs. 347

lakh (April 01, 2017 Rs. 359 lakh) and profit for the year ended March 31, 2018 increased by

Rs. 12 lakh.

d. Remeasurement of defined benefit obligation

Gain/Loss on remeasurement of defined benefit obligation is recognised as part of the gratuity

cost in the Statement of Profit and Loss under IGAAP. Under Ind AS, such gain/loss is

recognised under other comprehensive income statement along with consequent current tax

charge. Employee cost recorded in the Statement of Profit and Loss has increased by Rs. 26

lakh for the period ended as at 31 March 31, 2018 and corresponding other comprehensive

income has increased by Rs. 26 lakh.

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e. Investment property

Under the previous GAAP, there was no concept of investment properties. Under Ind AS,

investment properties are required to be separately presented on the face of the balance

sheet. There is no impact on the total equity or profit as a result of this adjustment.

f. Employee share based payment adjustments

The grant date fair value of equity settled share-based payment options granted to employees

is recognised as an employee expense, with a corresponding increase in equity, over the

period that the employees unconditionally become entitled to the options. The amount

recognised as expense is based on the estimate of the number of options for which the related

service and non-market vesting conditions are expected to be met, such that the amount

ultimately recognised as an expense is based on the number of options that do meet the

related service and non-market vesting conditions at the vesting date. Employee cost recorded

in the Statement of Profit and Loss has increased by Rs. 22 lakh for the period ended as at 31

March 31, 2018 and a corresponding ESOP outstanding reserve is created of Rs. 22 lakh.

g. Interest as per effective interest rate on financial assets measured at amortised cost

Under IGAAP, processing fees is booked upfront and amortised over the contractual tenure.

Under Ind AS, such income is amortised over the behavioural tenure. As a result, the interest

income decreased by Rs. 1,228 lakh as at March 31, 2018 (April 01, 2017 Rs. 863 lakh).

Consequently, the total equity as at March 31, 2018 decreased by Rs. 1,228 lakh (April 01,

2017 Rs. 863 lakh) and profit for the year ended March 31, 2018 decreased by Rs. 365 lakh.

h. Other Comprehensive Income

Gain/Loss on remeasurement of defined benefit obligation is recognised as part of the gratuity

cost in the Statement of Profit and Loss under IGAAP. Under Ind AS, such gain/loss is

recognised under other comprehensive income statement along with consequent current tax

charge. Employee cost recorded in the Statement of Profit and Loss has increased by Rs. 26

lakh for the period ended as at 31 March 31, 2018 and corresponding other comprehensive

income has increased by Rs. 26 lakh. Accordingly the current tax has decreased in the

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statement of profit and loss account by Rs. 9 lakh and increased in the statement of other

comprehensive income by Rs. 9 lakh.

i. Unrealised net fair value gain on financial asset measured at FVTOCI

Financial assets that are held within a business model whose objective is both to collect the

contractual cash flows and to sell the assets, ("Contractual cash flows of Asset collected

through hold and sell model") and that have contractual cash flows that are SPPI, are

measured at FVTOCI. As a result net financial asset are increased by Rs. 445 Lakh as at March

31, 2018 (April 1, 2017 Rs. 184 Lakh) and corresponding increase in other equity by Rs. 445

Lakh as at March 31, 2018 (April 1, 2017 Rs. 184 Lakh). Accordingly other comprehensive

income has increased by Rs.261 Lakh for the period ended March 31, 2018.

j. Tax effects of adjustments

Deferred tax asset/liability have been recognised on the adjustments made on transition to

Ind AS. Deferred tax asset has increased by Rs. 398 lakh as at 31 March 31, 2018 (April 01,

2017 - Rs. 359 lakh). Consequent to the above, the total equity as at March 31, 2018 increased

by Rs. 398 lakh (April 01, 2017 Rs. 359 lakh) and profit and other comprehensive income for

the year ended March 31, 2018 increased by Rs. 121 lakh and decreased by Rs.82 lakh

respectively.

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A. Reconciliation of Balance Sheet as at March 31, 2018

(Rs. in lakh)

PARTICULARS Note Amount as per

IGAAP

Effects of

transition to

Ind AS

Amount as per

Ind AS

ASSETS


(a) Cash and cash equivalents 711 - 711

(b) Receivables - -

(i) Trade receivables 23 - 23

(c) Loans 3(v)(c, i) 308,798 100 308,898

(d) Investments 3(v)(a) 38 3 41

(e) Other financial assets 3(v)(b) 360 (94) 266

Total financial assets 309,930 9 309,939


(a) Current tax assets (net) 231 - 231

(b) Deferred tax assets (Net) 3(v)(k) 448 389 837

(c) Investment Property 246 - 246

(d) Property, plant and equipment 29 - 29

(e) Other non-financial assets 3(v)(b) 52 93 145

Total non-financial assets 1,006 482 1,488

Total Assets 310,936 491 311,427


LIABILITIES


(a) Derivative financial instruments - - -

(b) Payables - -

(i) Trade payables 282 - 285

(c) Debt Securities 82,746 - 82,746

(d) Borrowings (Other than debt securities) 154,263 - 154,263

(e) Other financial liabilities 5,193 - 5,193

Total financial liabilities 242,484 - 242,487


(a) Current tax liabilities (Net) - - -

(b) Provisions 3(v)( i) 1,323 181 1,504

(c) Other non-financial liabilities 3(v)( g,i) 118 1,047 1,165

Total non-financial liabilities 1,441 1,228 2,669

(3) Equity

(a) Share capital 35,576 - 35,576

(b) Other equity 3(v) 31,435 (740) 30,695

Total Equity 67,011 (740) 66,271

Total Liabilities and Equity 310,936 488 311,427

- -

107 of 187

B. Reconciliation of Balance Sheet as at April 1, 2017

(Rs. in lakh)


IGAAP

Effects of

transition to

Ind AS

Amount as per

Ind AS

ASSETS


(a) Cash and cash equivalents 1,434 - 1,434

(b) Receivables - -

(i) Trade receivables 7 - 7

(c) Loans 3(v)(c, i) 199,885 31 199,916

(d) Investments 3(v)(a) 34 1 35

(e) Other financial assets 3(v)(b) 5 - 5

Total financial assets 201,365 32 201,397


(a) Current tax assets (net) 146 - 146

(b) Deferred tax assets (Net) 3(v)(k) 268 357 625

(c) Investment Property 257 - 257

(d) Property, plant and equipment 25 - 25

(e) Other non-financial assets 3(v)(b) 42 - 42

Total non-financial assets 738 357 1,095

Total Assets 202,103 389 202,492


LIABILITIES


(a) Derivative financial instruments - - -

(b) Payables - - -

(i) Trade payables 335 - 335

(c) Debt Securities 42,472 - 42,472

(d) Borrowings (Other than debt securities) 95,970 - 95,970

(e) Other financial liabilities 3,352 - 3,352

Total financial liabilities 142,129 - 142,129


(a) Current tax liabilities (Net) 23 - 23

(b) Provisions 3(v)( i) 783 297 1,080

(c) Other non-financial liabilities 3(v)( g,i) 61 770 831

Total non-financial liabilities 867 1,067 1,934

(3) Equity

(a) Share capital 35,576 - 35,576

(b) Other equity 3(v) 23,531 (678) 22,853

Total Equity 59,107 (678) 58,429

Total Liabilities and Equity 202,103 389 202,492

108 of 187

C. Reconciliation of profit or loss for the year ended March 31, 2018

(Rs. in lakh)


IGAAP

Effects of

transition to

Ind AS

Amount as per

Ind AS

I Revenue from operations

(i) Interest Income 3(v)(b, c, i) 26,386 (356) 26,030

(ii) Fees and commission Income 1,149 - 1,149

(iii) Net gain on fair value changes 3(v)(a) 8 2 10

- - II Other income (to be specified) 21 - 21

III Total Income (I+II) 27,564 (354) 27,210

IV Expenses

Finance costs 13,272 - 13,272

Fees and commission expense - - -

Impairment on financial instruments 3(v)(c, i) 532 (12) 520

Employee benefit expenses 3(v)(d,f) 1,623 (4) 1,619

Depreciation and amortisation and impairment 24 - 24

Other expenses 3(v)(c) 869 11 880

Total expenses (IV) 16,320 (5) 16,315

V Profit before exceptional items and tax (III-IV) 11,244 (349) 10,895

VI Exceptional Items

VII Profit before tax (V-VI) 11,244 (349) 10,895

VIII Tax expense

(1) Current tax 3(v)(j) 3,521 9 3,530

(2) Deferred tax 3(v)(j) (181) (121) (302)

Net tax expense 3,340 (112) 3,228

IX Profit from continuing operations (VII-VIII) 7,904 (237) 7,667

X Profit from discontinued operations before tax - - -

XI Tax expense of discontinued operations - - -

XII Profit from discontinued operations (after tax) (X-XI) - - -

VII Profit for the year (V+VI) 7,904 (237) 7,667

VIII Other Comprehensive Income

(i) Items that will be reclassified subsequently to statement of

profit and loss

(b) Changes in fair values of investment in equities carried at fair value

through OCI

3(v)(i) - 261 261

(b) Income tax relating to items that will be reclassified to profit or loss 3(v)(j) - (91) (91)

(ii) Items that will not be reclassified subsequently to statement of

profit and loss

(a) Remeasurement of defined employee benefit plans 3(v)(h) - (26) (26)

(b) Income tax relating to items that will not be reclassified to profit or

loss

3(v)(h) - 9 9

Total Other Comprehensive Income/(Losses) (VIII) - 153 153

XI Total Comprehensive Income for the year (VII+VIII)(Comprising

Profit and Other Comprehensive Income for the year)

7,904 (84) 7,820

109 of 187


4 CASH AND CASH EQUIVALENTS

(Rs. in lakh)

PARTICULARS

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Cash on hand - - -

(b) Balances with banks in current accounts 16,784 711 1,434

(c) Cheques on hand - - -

(d) Balances with banks in deposits accounts 15,008 - -

Total 31,792 711 1,434

Note:

4.1

4.2

5 TRADE RECEIVABLES

(Rs. in lakh)

PARTICULARS

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(i) Receivables considered good - Secured - - -

(ii) Receivables considered good - Unsecured 34 23 7

(iii) Receivables which have significant increase in Credit Risk - - -

(iv) Receivables - credit impaired - - -

34 23 7

Less: Allowance for impairment loss - - -

Total 34 23 7

Of the above, the balance that meet the definition of Cash and Cash Equivalents as per Ind AS 7 Cash Flow Statement is Rs. 31,792

lakh (March 31, 2018 : Rs.711 lakh and April 1, 2017 : Rs : 1,434 lakh)

Balances with banks in deposits accounts are less than three months.

110 of 187


6 LOANS

L N R (Rs. in lakh)

PARTICULARS

Through Other

Comprehensive

Income

Through Other

Comprehensive

Income

Through Other

Comprehensive

Income

LOANS

(A)

(i) Bills Purchased and Bills discounted - - - - - - 970 - 970

(ii) Loans repayable on Demand - - - - - - - - -

(iii) Term Loans 413,976 60,930 474,906 267,220 33,121 300,341 174,044 16,390 190,434

(iv) Credit Substitutes 16,074 - 16,074 8,557 - 8,557 8,512 - 8,512

(v) Leasing and hire purchase - - - - - - - - -

(vi) Factoring - - - - - - - - -

(vii) Retained portion of assigned loans - - - - - - - - -

(viii) Inter - Company Deposits to related parties - - - - - - - - -

(ix) Loan to TCL Employee Welfare Trust - - - - - - - - -

Total (A) - Gross 430,050 60,930 490,980 275,777 33,121 308,898 183,526 16,390 199,916

(B)

(i) Secured by tangible assets 430,050 60,930 490,980 275,777 33,121 308,898 182,556 16,390 198,946

(ii) Secured by intangible assets - - - - - - - - -

(iii) Covered by Bank / Government Guarantees - - - - - - - - -

(iv) Unsecured - - - - - - 970 - 970

Total (B) - Gross 430,050 60,930 490,980 275,777 33,121 308,898 183,526 16,390 199,916

(C)

Loans in India

(i) Public Sector 7,463 - 7,463 - - - - - -

(ii) Others 422,587 60,930 483,517 275,777 33,121 308,898 183,526 16,390 199,916

Total (C) - Gross 430,050 60,930 490,980 275,777 33,121 308,898 183,526 16,390 199,916

At fair Value TotalAmortised

Cost

Amortised

Cost

At fair Value Total

As at March 31, 2019

Amortised

Cost

At fair Value Total

As at March 31, 2018 As at April 1, 2017

111 of 187

6 LOANS

L N R (Rs. in lakh)

PARTICULARS

Through Other

Comprehensive

Income

Through Other

Comprehensive

Income

Through Other

Comprehensive

Income

At fair Value TotalAmortised

Cost

Amortised

Cost

At fair Value Total


Amortised

Cost

At fair Value Total

As at March 31, 2018 As at April 1, 2017

(D)

Loans Stage wise

(i) Secured 429,438 60,930 490,368 274,996 33,121 308,117 182,591 16,390 198,981

(ii) Unsecured - - - - - - - - -

(iii) Significant increase in Credit Risk 612 - 612 781 - 781 935 - 935

(iv) Credit Impaired - - - - - - - - -

Total (D) - Gross 430,050 60,930 490,980 275,777 33,121 308,898 183,526 16,390 199,916

Note

6.1

6.2 Scrip-wise details of Credit Substitutes:

PARTICULARS

No. of Units At

Amortised

Cost

No. of Units At Amortised

Cost

No. of Units At Amortised

Cost

Secured Quoted :

Investment in Debentures (Trade)

11.50% Zuka Power Private Ltd 100,000 8,500 8,601 8,500 8,557 8,500 8,512

11.15 U. P. Power Corporation Ltd. 1,000,000 750 7,473 - - - -

(Inclusive of accrued interest)

Total 1,100,000 9,250 16,074 8,500 8,557 8,500 8,512

6.3 For disclosure of Net Carrying Value of Loans carried at amotised cost & FVTOCI refer note 35 A(i)(4)

As at April 01, 2017Face value

Per Unit

Rs

As at March 31, 2019 As at March 31, 2018

Investments in bonds, debentures and other financial assets which, in substance, form a part of the Company’s financing activities ("Credit Substitutes") have been classified under Loans. Management

believes that the current year’s classification results in a better presentation of the substance of these receivables and is in alignment with regulatory filings.

112 of 187


7 INVESTMENTS

(Rs. in lakh)

PARTICULARSAs at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

Investents in India

Investments carried at fair value through profit or loss

Mutual Fund (Unquoted) 60 41 35

- Tata Money Market Fund (in lieu of leave encashment)

TOTAL 60 41 35

8 OTHER FINANCIAL ASSETS

(Rs. in lakh)

PARTICULARSAs at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Security deposits 249 231 1

(b) Advances to employees 34 24 -

(c) Advances recoverable in cash or kind from related parties 3 11 4

(d) Other receivables 6 - -

Total 292 266 5

113 of 187

9. (i) INCOME TAXES

A The income tax expense consist of the following:

(Rs. in lakh)

PARTICULARS

Current tax:

Current tax expense for the year

Current tax expense / (benefit) pertaining to prior years

Deferred tax benefit

Origination and reversal of temporary differences

Change in tax rates

Total income tax expense recognised in the year

(Rs. in lakh)

PARTICULARS

Profit before income taxes

Indian statutory income tax rate

Expected income tax expense

Income exempt from tax

Non deductible expenses

Tax incentives

Tax on income at different rates

Impact of change in the expected tax rates on temporary differences

Change in tax rates

Total income tax expense

Note:

The Company's reconciliation of the effective tax rate is based on its domestic tax rate applicable to respective financial years.

B. Amounts recognised in OCI

(Rs. in lakh)

PARTICULARS

Before Tax Net of Before Tax Net of

tax (expense) tax tax (expense) tax

benefit benefit

Items that will not be reclassified to profit or loss

Remeasurements of defined benefit liability (asset) (28) 8 (20) (26) 9 (17)

Items that are or may be reclassified subsequently to

profit or loss

Net amount transferred to profit or loss 111 (39) 72 261 (91) 170

Total Amounts recognised in OCI 83 (31) 52 235 (82) 153

As at

March 31, 2018

Tax effect of adjustments to reconcile expected income tax expense to reported

income tax expense:

The reconciliation of estimated income tax expense at statutory income tax rate income tax expense reported in statement of profit

and loss is as follows:

22

-

3,771

34.608%

10,895

As at

March 31, 2018

-

(302)

3,228

13,737

As at

March 31, 2019

29.120%

(8)

3,519 3,228

-

- -

(120)

(565)

4,000

-

29

(382)

As at

March 31, 2019

4,248

-

4,248

(721)

(8)

(729)

3,519

As at

March 31, 2019

As at

March 31, 2018

3,530

-

3,530

(302)

114 of 187

9. (ii) DEFERRED TAX ASSET

(Rs. in lakh)

Opening

Balance

Recognised /

(reversed)

through profit

and loss

Recognised

directly in

equity

Recognised /

reclassified from

other

comprehensive

income

Closing

Balance

Deferred Tax Assets :-

(a) Impairment loss allowance - Stage I & II 542 285 - - 827

(b) Employee benefits 14 9 - - 23

(c) Deferred income 393 513 - - 906

(d) Depreciation on property, plant and equipment 4 1 - - 5

Deferred Tax Liabilities :-

(a) Debenture issue expenses (14) (77) - - (91)

(b) Investment measured at fair value (1) (1) - - (2)

(c) Loans measured at FVTOCI (101) (1) (39) (141)

837 729 (39) - 1,527

(Rs. in lakh)

Opening

Balance

Recognised /

(reversed)

through profit

and loss

Recognised

directly in

equity

Recognised /

reclassified from

other

comprehensive

income

Closing

Balance


(a) Impairment loss allowance - Stage I & II 362 180 - - 542

(b) Employee benefits 12 2 - - 14

(c) Deferred income 266 127 - - 393

(d) Depreciation on property, plant and equipment 3 1 - - 4


(a) Debenture issue expenses (7) (7) - - (14)

(b) Investment measured at fair value* 0 (1) - - (1)

(c) Loans measured at FVTOCI (11) (90) (101)

625 302 - (90) 837

Particulars

Particulars

Net Deferred Tax Asset

The major components of deferred tax assets and liabilities for the year ended March 31, 2019 are as follows:


The major components of deferred tax assets and liabilities for the year ended March 31, 2018 are as follows:

115 of 187

(Rs. in lakh)

Opening

Balance

Recognised /

(reversed)

through profit

and loss

Recognised

directly in

equity

Recognised /

reclassified from

other

comprehensive

income

Closing

Balance


(a) Impairment loss allowance - Stage I & II 259 - 124 (21) 362

(b) Employee benefits 12 - - - 12

(c) Deferred income - - 298 (32) 266

(d) Depreciation on property, plant and equipment 3 - - - 3


(a) Debenture issue expenses (7) - - - (7)

(b) Investment measured at fair value* - 0 - - -

(c) Loans measured at FVTOCI - - (11.00) - (11)

267 - 411 (53) 625

(Rs. in lakh)

As at March

31, 2019

As at March 31,

2018

As at April 1,

2017


(a) Impairment loss allowance - Stage I & II 827 542 362

(b) Employee benefits 23 14 12

(c) Deferred income 906 393 266


(a) Debenture issue expenses (91) (14) (7)

(b) Depreciation on property, plant and equipment 5 4 3

(b) Investment measured at fair value* (2) (1) 0

(c) Loans measured at FVTOCI (141) (101) (11)

Net Deferred Tax Asset 1,527 837 625

* amount less than Rs 50,000

Gross deferred tax assets and liabilities are as follows:

Particulars

The major components of deferred tax assets and liabilities as on April 1, 2017 are as follows:

Particulars


116 of 187


10. PROPERTY, PLANT AND EQUIPMENT AND INVESTMENT PROPERTY

(Rs. in lakh)

Net Carrying Value

INVESTMENT PROPERTY # 257 - - - 257 11 11 - 22 235

257 - - - 257 - 11 - 11 246

PROPERTY, PLANT AND EQUIPMENT

Vehicles 36 - 12 - 24 11 9 5 15 9

23 15 2 - 36 - 12 1 11 25

Furniture and Fixture - - - - - - - - - -

- - - - - - - - - -

Computer Equipment 3 13 - - 16 1 2 - 3 13

1 2 - - 3 - 1 - 1 2

Office Equipment * 2 0 - - 2 - 1 - 1 1

1 1 - - 2 - 0 - 0 2

Total 298 13 12 - 299 23 23 5 41 258

Previous financial year 282 18 2 - 298 - 24 1 23 275

Capital work-in-progress

Figures in italics relate to March 31, 2018

* Amount less than Rs. 50,000/-

# Fair value of investment property as on March 31, 2019 Rs. 207 lakh. Pursuant to the Ind AS transition, the Company has carried out valuation of Investment property as at March 31, 2019 and same is applicable to March 31, 2018 and

April 01, 2017. The fair value of the property is assessed based on the market rate for a similar property in the locality.

Closing balance

as at March 31,

2019

As at

March 31, 2019

Particulars

Gross Block Accumulated depreciation

Opening

balance as at

April 01, 2018

Additions /

Adjustments Deletions

Closing balance

as at March 31,

2019

Opening

balance as at

April 01, 2018

Depreciation/

Amortisation

for the year

Deletions /

Adjustments

Written off

during the year

117 of 187


11 OTHER NON-FINANCIAL ASSETS (UNSECURED - CONSIDERED GOOD)

(Rs. in lakh)

PARTICULARS

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Gratuity assets (Net) - 16 20

(b) Balances with government authorities 17 22 4

(c) Prepaid expenses 95 107 18

Total 112 145 42

12 TRADE PAYABLES

(Rs. in lakh)

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Others

(i) Accrued expenses 421 282 317

(ii) Payable to related parties - - 16

(iii) Payable to vendors 2 3 2

423 285 335

(a) Total outstanding dues of micro enterprises and small enterprises (Rs. in lakh)

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Amounts outstanding but not due as at year end - - -

(b) Amounts due but unpaid as at year end - - -

(c) Amounts paid after appointed date during the year - - -

(d) Amount of interest accrued and unpaid as at year end - - -

(e ) The amount of further interest due and payable even in the

succeeding year - - -

Total - - -

13 DEBT SECURITIES (Rs. in lakh)

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

At amortised cost

Debentures

Secured - in India

Privately Placed Non-Convertible Debentures (Refer note

13.1 below) 78,550 82,746 42,472

TOTAL 78,550 82,746 42,472

PARTICULARS

PARTICULARS

TOTAL

Note - The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006

has been determined to the extent such parties have been identified on the basis of information available with the Company.

The amount of principal and interest outstanding during the year is given below :

PARTICULARS

118 of 187

Notes

13.1

13.2 No default has been made in repayment of borrowings and interest for the year ended March 31, 2019

13.3 Particulars of Privately Placed Secured Non-Convertible Debentures ("NCDs") outstanding as on :

Description of NCDs

Number of

NCDs

Rs. in lakh Number of

NCDs

Rs. in lakh Number of

NCDs

Rs. in lakh

TCCL NCD 'C' FY 2017-18 02-Jun-17 03-Jun-24 100 1,000 100 1,000 - -

TCCL NCD 'B' FY 2018-19 18-Dec-18 18-Dec-23 1,800 18,000 - - - -

TCCL NCD 'B' FY 2016-17 17-Oct-16 15-Oct-21 150 1,500 150 1,500 150 1,500

TCCL NCD 'F' FY 2015-16 19-Oct-15 19-Oct-20 200 2,000 200 2,000 200 2,000

TCCL NCD 'E' FY 2015-16 04-Sep-15 04-Sep-20 200 2,000 200 2,000 200 2,000

TCCL NCD 'A' FY 2018-19 24-Aug-18 24-Aug-20 750 7,500 - - - -

TCCL NCD 'F' FY 2017-18 28-Jul-17 03-Aug-20 2,000 20,000 2,000 20,000 - -

TCCL NCD 'C' FY 2015-16 20-Jul-15 20-Jul-20 200 2,000 200 2,000 200 2,000

TCCL NCD 'D' FY 2017-18 07-Jun-17 05-Jun-20 250 2,500 250 2,500 - -

TCCL NCD 'A' FY 2017-18 15-May-17 15-May-20 200 2,000 200 2,000 - -

TCCL NCD 'B' FY 2017-18 17-May-17 15-May-20 500 5,000 500 5,000 - -

TCCL NCD 'G' FY 2017-18 08-Aug-17 08-Aug-19 500 5,000 500 5,000 - -

TCCL NCD 'G' FY 2017-18 11-Sep-17 08-Aug-19 277 2,772 277 2,776 - -

TCCL NCD 'E' FY 2017-18 26-Jul-17 26-Jul-19 500 5,000 500 5,000 - -

TCCL NCD 'A' FY 2016-17 14-Jun-16 14-Jun-19 250 2,500 250 2,500 250 2,500

TCCL NCD 'H' FY 2017-18 09-Nov-17 20-Mar-19 - - 1,350 13,500 - -

TCCL NCD 'D' FY 2015-16 Option II 03-Aug-15 03-Aug-18 - - 500 5,000 500 5,000

TCCL NCD 'B' FY 2015-16 Option II 20-May-15 18-May-18 - - 600 6,000 600 6,000

TCCL NCD 'A' FY 2015-16 22-Apr-15 20-Apr-18 - - 500 5,000 500 5,000

TCCL NCD 'G' FY 2015-16 06-Nov-15 06-Nov-17 - - - - 250 2,500

TCCL NCD 'D' FY 2015-16 Option I 03-Aug-15 03-Aug-17 - - - - 500 5,000

TCCL NCD 'B' FY 2015-16 Option I 20-May-15 17-May-17 - - - - 900 9,000

TOTAL 78,772 82,776 42,500

Note : Coupon rate of "NCDs" outstanding as on March 31, 2019 varies from 7.70% to 9.00% (Previous Year as on March 31, 2018 : 7.61% to 9.15% and April 01, 2017 : 8.10% to 9.15%)

As at April 01, 2017

Privately Placed Non-Convertible Debentures are secured by pari passu charge on the specific immovable property, specified receivables arising out of loan, lease, hire purchase transactions and to the

extent of shortfall in asset cover by a pari passu charge on the current assets of the Company.

Issue

Date

Redemption

Date


119 of 187


14 BORROWINGS (OTHER THAN DEBT SECURITIES) (Rs. in lakh)

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

At amortised cost

(a) Term loans

Secured - in India

From Banks (Refer note 14.1 and 14.3 below ) 101,662 45,147 14,831

From Others (Refer note 14.1 and 14.3 below ) 64,443 40,000 20,000

(b) Loans repayable on demand

Secured - in India

(i) Working capital demand loan (Refer note 14.1 and 14.4 below) 71,900 12,400 -

(ii) Bank Overdraft (Refer note 14.1 below) 18,326 9,998 23,139

Unsecured - in India

Working capital demand loan (Refer note 14.4 below) 5,000 5,000 -

(c) Other loans

Unsecured - in India

(i) Commercial paper (Refer note 14.5 below)

[Net of unamortised discount of Rs.1,135 lakh

48,865 35,518 31,773

(March 31, 2018 : Rs. 982 lakh and April 01, 2017 : Rs. 727 lakh)]

(ii) Inter corporate deposits'- From others (Refer note 14.6 below) 7,200 6,200 3,500

(d) Inter corporate deposits from related parties - in India 32,200 - 2,727

(Refer note 14.6 below)

TOTAL 349,596 154,263 95,970

14.1

14.2 The Company has not defaulted in the repayment of borrowings and interest for the year ended March 31, 2019.

14.3

14.4

14.5

14.6

15 OTHER FINANCIAL LIABILITIES

-

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Interest accrued but not due on borrowings 4,240 4,750 3,059

(b) Accrued employee benefit expense 679 443 293

4,919 5,193 3,352

PARTICULARS

PARTICULARS

TOTAL

Rate of interest payable on loans from banks and others varies between 5.68% to 9.15% (Previous Year March 31, 2018 : 7.85 % to

8.35% and April 01, 2017 : 8.15 % to 9.70%.)

Rate of interest payable on Inter-corporate deposits varies between 8.05 % to 8.84 % (Previous Year March 31, 2018 : 7.25 % to

8.87% and April 01, 2017 :8.61 % to 8.87%.)

Rate of interest payable on Working Capital Demand Loan varies between 8.25% to 8.75% (Previous Year as on March 31, 2018 :

7.60 % to 8.10% and April 01, 2017 : 7.95 % to 8.70%.)

Loans and advances from banks and others are secured by pari passu charge on the receivables of the Company through Security

Trustee.

Discount on commercial paper varies between 7.92% to 8.90% (Previous year March 31, 2018 : 7.32 % to 8.25% and April 01,

2017 : 6.66% to 8.61% )

120 of 187


16 PROVISIONS

(Rs. in lakh)

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Provision for compensated absences 66 39 32

(b) Provision for gratuity 27 - -

(c) Provision for long-term service award 3 4 3

(d) Impairment loss allowance (Stage I & II) 2,156 1,461 1,045

2,252 1,504 1,080

17 OTHER NON-FINANCIAL LIABILITIES

(Rs. in lakh)

As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Statutory dues 268 118 60

(b) Revenue received in advance 3,036 1,047 771

3,304 1,165 831

18 SHARE CAPITAL

(Rs. in lakh)

PARTICULARSAs at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

AUTHORISED

500,000,000 (as at March 31, 2018 : 500,000,000

shares and as at April 01, 2017 : 500,000,000

shares) Equity shares of Rs.10 each

50,000 50,000 50,000

50,000 50,000 50,000

ISSUED, SUBSCRIBED & PAID UP

388,015,639 (as at March 31, 2018 : 355,757,575

shares and April 1, 2017 : 355,757,575 shares)

Equity shares of Rs.10 each fully paid up

38,802 35,576 35,576

TOTAL 38,802 35,576 35,576

PARTICULARS

PARTICULARS

TOTAL

TOTAL

121 of 187

18. a Reconciliation of number of shares outstanding

PARTICULARS No. of Shares Rs. in lakh

355,757,575 35,576

Additions during the year - -

355,757,575 35,576

Additions during the year 32,258,064 3,226

18. b Rights, preferences and restrictions attached to shares

18. c Investment by Tata Capital Limited (Holding Company) and International Finance Corporation

Name of CompanyNo. of Equity

sharesRs. in lakh

Tata Capital Limited

Opening Balance as on April 1, 2017 286,384,848 28,639

Closing Balance as on March 31, 2018 286,384,848 28,639



Opening Balance as on April 1, 2017 69,372,727 6,937



18. d List of Shareholders holding more than 5% Equity shares

Name of Shareholder No. of

Shares held% of Holding

Tata Capital Limited (Including shares held jointly with nominees)

Opening Balance as on April 1, 2017 286,384,848 80.50%

Closing Balance as on March 31, 2018 286,384,848 80.50%



Opening Balance as on April 1, 2017 69,372,727 19.50%



18. e

18. f There are no shares reserved for issue under options and contracts/commitments for the sale of shares or

disinvestment.

There are no shares in the preceding 5 years allotted as fully paid up without payment being received in cash / bonus

shares / bought back.

During the year, the Company has issued 32,258,064 Equity Shares (Previous year March 31, 2018 Nil and April 01,

2017 Nil)

The Company has issued only one class of equity shares having a face value of Rs. 10 per share. Each shareholder is

eligible for one vote per share held. The dividend proposed by the Board of Directors', if any, is subject to the

approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of

liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all

preferential amounts, in proportion to their shareholding.

Opening balance as on April 01, 2017

Closing balance as on March 31, 2018

Closing balance as on March 31, 2019 388,015,639 38,802

122 of 187

19. OTHER EQUITY

(Rs. in lakh)

PARTICULARSAs at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

(a) Securities Premium Account 22,029 15,265 15,265

(b) Special Reserve Account u/s 45-IC of Reserve Bank of India Act, 1934 5,279 3,235 1,654

(c) Special Reserve Account u/s 36(1)(viii) of Income tax Act, 1961 5,105 3,591 1,930

(d) Surplus in Statement of Profit and Loss 14,905 8,245 3,820

(e) Other Comprehensive Income 389 337 184

(f) Share options outstanding account 34 19 -

(g) General Reserve 15 3 -

Total 47,756 30,695 22,853

19.1. Nature and Purpose of Reserves as per Para 79 of Ind AS 1

Sr. No. Particulars

1 Securities Premium Account

2 Special Reserve Account / Statutory Reserve

3 Surplus in profit and loss account

4 Share Options Outstanding Account

5 Other Comprehensive Income

6 General Reserve Created upon completion of the vesting period of employees stock option or upon forfeiture of

options granted

Created upon grant of options to employees

Created on account of items measured through other comprehensive income

Nature and purpose of Reserves

Premium received upon issuance of equity shares

As prescribed by Section 45-IC of Reserve Bank of India Act 1934, and Section 36 (1) (viii) of the

Income Tax Act,1961

Created out of accretion of profits

123 of 187

20 INTEREST INCOME

(Rs. in lakh)

On Financial

Assets measured

at Amortised

Cost

On Financial

Assets measured

at fair value

through OCI

Total On Financial

Assets

measured at

Amortised Cost

On Financial

Assets measured

at fair value

through OCI

Total

(a) Interest on Loans 38,362 3,675 42,037 23,559 2,471 26,030

(b) Interest income on deposits with banks 8 - 8 - - -

TOTAL 38,370 3,675 42,045 23,559 2,471 26,030

PARTICULARS

For the year

ended

March 31, 2018

For the year ended

March 31, 2019

124 of 187

21. NET GAIN / (LOSS) ON FAIR VALUE CHANGES

(Rs. in lakh)

PARTICULARS

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

(A)Net Gain / (loss) on financial instruments at fair value through profit

or loss

(i) On trading portfolio - -

- Investments - -

- Derivatives - -

- Others - -

(ii)On financial instruments designated at fair value through profit or

loss - -

(B) Others 78 10

(C) Total Net gain/(loss) on fair value changes 78 10

(D) Fair value changes :

-Realised 75 8

-Unrealised 3 2

Total Net gain/(loss) on fair value changes 78 10

22 OTHER INCOME

(Rs. in lakh)

PARTICULARS

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

(a) Interest on Income Tax refund 20 -

(b) Guest house recovery 18 21

TOTAL 38 21

23 FINANCE COST

(Rs. in lakh)

PARTICULARS

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

At amortised cost

(a) Interest on borrowings 14,228 5,421

(b) Interest on debt securities 6,407 5,545

(c) Discounting charges on Commercial paper 4,218 2,306

TOTAL 24,853 13,272

125 of 187

24. Impairment on financial instruments

(Rs. in lakh)

On Financial

Assets

measured at

Amortised

Cost

On Financial

Assets

measured at

fair value

through OCI

Total On Financial

Assets

measured at

Amortised

Cost

On Financial

Assets

measured at

fair value

through OCI

Total

(a) Impairment loss allowance on loans (Stage I & II) 695 103 798 417 103 520

695 103 798 417 103 520

PARTICULARS

For the Year Ended

March 31, 2018

For the Year Ended

March 31, 2019

Total

126 of 187

25 EMPLOYEE BENEFIT EXPENSES

(Rs. in lakh)

PARTICULARS

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

(a) Salaries, wages and bonus 1,888 1,513

(b) Contribution to provident and other funds 73 55

(c) Staff welfare expenses 54 12

(d) Expenses related to post-employment defined benefit plans 21 17

(e) Share based payments to employees 26 22

TOTAL 2,062 1,619

26 OTHER OPERATING EXPENSES

(Rs. in lakh)

PARTICULARS

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

(a) Advertisements and publicity 4 10

(b) Brand equity and business promotion 122 75

(c) Audit fees 12 14

(d) Corporate social responsibility expenses 150 80

(e) Directors Remuneration 45 40

(f) Insurance charges 21 19

(g) Information technology expenses 177 148

(h) Legal and professional fees 120 89

(i) Loan processing fees 2 1

(j) Repairs and maintenance 1 2

(k) Rent 187 185

(l) Rates and taxes 1 1

(m) Stamp charges 47 26

(n) Service provider charges 737 33

(o) Telephone, telex and leased line 4 4

(p) Travelling and conveyance 127 94

(q) Training and recruitment 18 6

(r) Membership and subscription charges 19 16

(s) Security trustee fees 19 21

(t) Other expenses 26 16

TOTAL 1,839 880

(*Amount less than 50,000/-)

The Supreme Court of India in its judgement in the case of THE REGIONAL PROVIDENT FUND COMMISSIONER (II)

WEST BENGAL v/s VIVEKANANDA VIDYAMANDIR AND OTHERS on February 28, 2019 has clarified that any

emolument paid universally, necessarily and ordinarily to all employees across the board is to be considered as basic wage and

accordingly needs to be considered for calculation of Provident Fund contribution. The Company has made an estimate of the

liability, the Company has made a provision Rs 3.3 lakh as at March 31, 2019. The Company would record any further effect in

its financial statements, in the period in which it receives additional clarity on the said subject.

127 of 187

26.1 (a) Auditors’ Remuneration (excluding taxes)

(Rs. in lakh)

PARTICULARS

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

Audit fees 9 11

Tax audit fees 1 1

Other services 2 2

Out of pocket expenses* 0 0

TOTAL 12 14


26.2 (b) Expenditure in Foreign Currency

(Rs. in lakh)

PARTICULARS

For the year

ended

March 31, 2019

For the year

ended

March 31, 2018

Directors sitting fees - 2

Professional fees 26 27

TOTAL 26 29

26.3 (c) Corporate social responsibility expenses

(i) Gross amount required to be spent by the company during the year was Rs.150 lakh (Previous year Rs.80 lakh)

(ii) Amount spent during the year on:

(Rs. in lakh)

PARTICULARS Paid Yet to be paid Total

Construction/acquisition of any asset - - -

On purposes other than above 150 - 150

TOTAL 150 - 150

27 Contingent Liabilities and Commitments:

a) Contingent liabilities Rs. Nil (Previous year Rs. Nil).

b) Commitments :-

- Letter of Comfort Rs. 12,994 lakh (as at March 31, 2018 Rs. 20,972 lakh and as at April 01, 2017: Rs. 41,225 lakh)

- Estimated amount of contracts remaining to be executed on capital account and not provided for Rs.4 lakh (as at March 31,

2018 Rs. 4 lakh and as at April 01, 2017: Rs. Nil).

- Undrawn Commitment given to the Borrower Rs. 43,651 lakh (as at March 31, 2018 Rs.68,765 lakh and as at April 01, 2017

Rs.29,534)

128 of 187

28

A List of related parties and relationship

Ultimate Holding Company Tata Sons Private Limited (formerly Tata Sons Limited)

Holding Company Tata Capital Limited

Subsidiaries of Holding Company Tata Capital Financial Services Limited

Tata Capital Housing Finance Limited

Tata Securities Limited

Tata Capital Pte. Limited

Tata Capital Growth Fund I

Tata Capital Special Situation Fund

Tata Capital Healthcare Fund I

Tata Capital Innovations Fund

Tata Capital Growth Fund II (w.e.f. 28.09.2018)

Tata Capital Growth II General Partners LLP (w.e.f.20.09.2018)

Tata Capital Markets Pte. Ltd.

Tata Capital Advisors Pte. Ltd.

Tata Capital Plc

Tata Capital General Partners LLP

Tata Capital Healthcare General Partners LLP

Tata Opportunities General Partners LLP

TC Travel and Services Limited (ceased to subsidiary w.e.f. October 30, 2017)

Tata Capital Forex Limited (ceased to subsidiary w.e.f. October 30, 2017)

Associate of Holding Company

(with which the company had transactions)

Tata Autocomp Systems Limited

Plans

(with which the company had transactions)

Tata Capital Limited Superannuation Scheme

Key Management Personnel Mr. Manish Chourasia (Managing Director)

Mr. Behzad Bhesania (Chief Financial Officer)

Mr. Vittaldas Leeladhar (Independent Director)

Ms. Padmini Khare Kaicker (Independent Director)

Mr. Pradeep C. Bandivadekar (Non-Executive Director)

Mr. Rajiv Sabharwal (Non-Executive Director)

Mr. Nihar Shah (Ceased to be Non-Executive Director w.e.f. April 16, 2018)

Ms. Shivangi Rajpopat (Ceased to be Company secretary w.e.f. January 01, 2019)

Other Related Parties Conneqt Business Solutions Limited

(with which the company had transactions) Tata Consultancy Services Limited

Tata AIG General Insurance Company Limited

Tata AIA Life Insurance Company Limited

Tata Autocomp Systems Limited

Niskalp Infrastructure Services Limited

Titan Company Ltd.

Tata Teleservices (Maharashtra) Limited

Investor exercising significant influence International Financial Corporation

B Transactions carried out with related parties referred in "A" above

(Rs. in lakh)

Sr.

No. Party Name Nature of transaction 2018-19 2017-18

April 01,

2017

I Transactions with Ultimate Holding

Company :

1 Tata Sons Limited a) Expenses :

- Brand equity contribution 122 75 -

- Training Exp 3 4 -

b) Liability:

- Balance payable 122 75 52

Disclosure as required by Indian Accounting Standard (Ind AS) – 24 on “Related Party Disclosures” notified under the Companies

(Indian Accounting Standard) Rules, 2015

129 of 187

(Rs. in lakh)

Sr.


April 01,

2017

II Transactions with Hoiding Company :

1 Tata Capital Limited a) Expenses :

- Interest expenses on ICD 158 744 -

- Management Fees 714 10 -

- Rent 53 26 -

- Reimbursement of expenses 4 4 -

b) Income:

- Guest House Recovery* 0 - -

c) ICD accepted / repaid during the year

- ICD accepted during the year 61,800 155,915 -

- ICD repaid during the year 29,600 158,642 -

d) Equity

- Issue of equity shares 8,050 - -

- Equity shares held (inclusive of security 48,969 40,927 40,927

premium)

e) Asset :

- Security Deposit 324 324 -

- Security Deposit given - 1 -

- Security Deposit repaid - 1 -

f) Liability:

- ICD outstanding payable 32,253 - 2,727

- Balance payable 55 7 -

III Transactions with Subsidiaries :

1 Tata Capital Financial Services Limited a) Expenses:

- Reimbursement of expenses 68 4 -

- Rent 113 148 -

b) Income:

- Guest House Recovery 17 21 -

- Advisory fees - 7 -

c) Liability:

- Balance payable/ (Receivable)* 16 (0) 16

2 Tata Capital Housing Finance Limited a) Expenses :

- Reimbursement of expenses* - 0 -

b) Income:

- Guest House Recovery* 0 0 -

c) Liability:

-Balance Receivable* 0 - 0

3 TC Travel and Services Limited a) Expenses :

- Travel related expenses - 27 -

4 Tata Capital Forex Limited a) Expenses :

- Travel related expenses - 3 -

5 Tata Securities Limited a) Expenses :

- Professional Fees expenses* - 0 -

(ceased to be subsidiary of Tata Capital

Limited w.e.f. 30.10.2017)

(ceased to be subsidiary of Tata Capital

Limited w.e.f. 30.10.2017)

130 of 187

(Rs. in lakh)

Sr.


April 01,

2017

IV Transactions with Associates :

1 Tata Autocomp Systems Limited a) Income :

-Advisory Fees 7 - -

- Reimbursement of expenses* 0 - -

V Plans

1 Tata Capital Limited Superannuation Scheme a) Contribution to Superannuation 13 11 -

VI Transactions with KMP :

1 Key Management Personnel (KMP) a) Remuneration to KMP

- Short Term Employee Benefits 237 231 -

- Post Employment Benefits 25 21 -

- Share based payemnts (No. of Shares)

a) Options granted 383,000 33,000 -

b) Options exercised 23,000 13,000 -

- Director Sitting Fees & Commission 33 18

VII Transactions with Other Related Parties :

1 Conneqt Business Solutions Limited a) Expenses :

- Service provider charges 15 13 -

2 Niskalp Infrastructure Services Limited a) Income:

- Reimbursement of expenses - 2 -

b) Asset:

-Balance receivable* - - 4

3 Tata AIG General Insurance Company Limited a) Expenses :

- Insurance expenses* 0 0 -

b) Asset:

-Balance receivable* - 0 -

4 Tata AIA Life Insurance Company Limited a) Expenses :

- Insurance expenses 2 1 -

b) Asset:

-Balance receivable 3 2 -

5 Tata Consultancy Services Limited a) Expenses :

- IT outsourcing expenses 240 292 -

b) Liability:

- Balance payable 128 176 72

6 Tata Teleservices Maharashtra a) Expenses :

- Communication expenses* - 0 -

7 International Finance Corporation a) Income:

- Advisory fees - 43 -

b) Expenses

- Director's Nomination Fees - 2 1

c) Equity

- Issue of equity shares 1,950 - -

- Equity shares held (inclusive of security 11,862 9,914 9,914

premium)

8 Titan Company Ltd. a) Expenses :

- Staff welfare expenses 2 - -


(formerly known as Tata Business Support

Services Limited)

131 of 187

29 Earnings per Share (EPS):

Particulars 2018-19 2017-18

(Rs. in lakh) 10,218 7,667

Nos 360,441,623 355,757,575

Rupees 10 10

Rupees 2.83 2.16

Rupees 2.83 2.16

30 Movement in Contingent provision against Standard Assets during the year is as under:

(Rs. in lakh)


Opening Balance 1,565 1,045

Additions during the year 798 520

Utilised during the year - -

Closing Balance 2,363 1,565

31 Share based payment

A. Description of share based payments:

Particulars ESOP 2011 ESOP 2013 ESOP 2016 ESOP 2017 ESOP 2018

i. Vesting requirements 1/3rd at the end of

each 12, 24 and 36

months from the

date of grant

1/3rd at the end of

each 12, 24 and 36

months from the

date of grant

100% at the end of

12 months from

the date of grant

100% at the end of

12 months from

the date of grant

20% at the end of each 12

and 24 months and 30% at

the end of each 36 and 48

months from the date of

grant

ii. Maximum term of option 6 years 6 years 2 years 2 years 7 years

iii. Method of settlement Equity settled Equity settled Equity settled Equity settled Equity settled

iv. Modifications to share based

payment plans

N.A. N.A. N.A. N.A. N.A.

The Company is required to present disclosures as required by Para 44, 45, 46, 47, 50, 51 and 52 of Ind AS 102. It is required to present

scheme wise terms and conditions of the ESOP schemes, present for the employees of the Company.

Basic earnings per share

Diluted earnings per share

Profit after tax attributable to Equity shareholders

Weighted average number of Equity shares used in computing Basic EPS

Face value of equity shares

132 of 187

B. Summary of share based payments

March 31, 2019

Particulars ESOP 2011 ESOP 2013 ESOP 2016 ESOP 2017 ESOP 2018 Total

Outstanding balance at the beginning of the year - 12,083 - 255,000 -

267,083

Options granted - - - - 475,000 475,000

Options forfeited - 5,000 - 30,000 - 35,000

Options exercised - 2,500 - 125,000 - 127,500

Options expired - - - - - -

Options lapsed - - - - - -

Options outstanding at the end of the year - 4,583 - 100,000 475,000 579,583

Options exercisable at the end of the year - 4,583 - 100,000 - 104,583

For share options exercised:

Weighted average exercise price at date of exercise 33.24

Money realized by exercise of options 4,237,500

For share options outstanding

Range of exercise prices 17.77 25.00 30.00 33.40 50.60

Average remaining contractual life of options - 0.33 - 0.00 6.51 5.34

Modification of plans

Incremental fair value on modification

133 of 187


March 31, 2018


Outstanding balance at the beginning of the year 1 29,375 195,000 280,000 -

504,376

Options granted - - - - - -

Options forfeited - 9,792 - 30,000 - 39,792

Options exercised - 7,500 140,000 - - 147,500

Options expired - - 55,000 - - 55,000

Options lapsed - - - - - -

Options outstanding at the end of the year 1 12,083 - 250,000 - 262,084

Options exercisable at the end of the year 1 12,083 - 250,000 - 262,084



Money realized by exercise of options 4,387,500



Average remaining contractual life of options - 0.83 - 1.00 - 0.99



134 of 187


April 01, 2017


Outstanding balance at the beginning of the year 16,667 66,875 215,000 - - 298,542

Options granted - - - 265,000 - 265,000

Options forfeited - 37,500 25,000 - - 62,500

Options exercised 16,666 - - - - 16,666

Options expired -

Options lapsed -

Options outstanding at the end of the year 1 29,375 190,000 265,000 - 484,376

Options exercisable at the end of the year 1 29,375 190,000 - - 219,376



Money realized by exercise of options 296,155



Average remaining contractual life of options 0.42 1.33 1.00 1.00 - 1.02



C. Valuation of stock options

Particulars ESOP 2013 ESOP 2016 ESOP 2017 ESOP 2018

Share price: 25 30 33.4 50.6

Exercise Price: 25 30 33.4 50.6

Expected Volatility: 0.37 0.38 0.35 0.38

Contractual Option Life (years): 3.00 2.00 2.00 7.00

Expected dividends: - - - -

Risk free interest rate: 8.00% 8.00% 6.57% 8.04%

Vesting Dates

33.33% vesting on

July 29, 2014

100% vesting on

March 31, 2017

100% vesting on

April 2, 2018

20% vesting on

September 30, 2019

66.67% vesting on

July 29, 2015 - -

40% vesting on

September 30, 2020

100% vesting on

July 29, 2016 - -

70% vesting on

September 30, 2021

- - -

100% vesting on

September 30, 2022

Valuation of incremental fair value on modification

N.A. N.A. N.A. N.A.

ESOP 2011

17.77

17.77

0.49

3.00

-

8.00%

33.33% vesting on August 31,

2012

66.67% vesting on August 31,

2013

100% vesting on August 31,

2014

N.A.

-

135 of 187

The Company is required to present the following terms of the ESOPs, for the key managerial employees and other employees



Fair value at grant date 17.77 25.00 30.00 33.40 50.60

Share price at grant date 17.77 25.00 30.00 33.40 50.60

Exercise price 17.77 25.00 30.00 33.40 50.60

Expected volatility

(weighted average volatility) 0.49 0.37 0.38 0.35 0.38

Expected life (expected weighted average life) 0.00 0.33 0.00 0.00 6.51

Expected dividends 0.00 0.00 0.00 0.00 0.00

Risk-free interest rate (based on government bonds) 8.00% 8.00% 8.00% 6.57% 8.04%

Key managerial employees

Mr. Manish Chourasia, Managing Director

Options granted - - - 10,000 350,000 360,000

Options exercised - - - - - -

Mr. Behzad Bhesania, Chief Financial Officer

Options granted - - 10,000 10,000 - 20,000

Options exercised - - 10,000 10,000 - 20,000





Exercise price 17.77 25.00 30.00 33.40 50.60

Expected volatility




Risk-free interest rate (based on government bonds) 8.00% 8.00% 8.00% 6.57% 8.04%



Options granted - - - 10,000 350,000 360,000



Options granted - - 10,000 10,000 - 20,000


Ms. Shivangi Rajpopat, Company Secretary

Options granted - - - - - -


D) Options granted and inputs used for measurement of fair value of options, for the key managerial employees and other senior employees

136 of 187

As at 1 April 2017




Exercise price 17.77 25.00 30.00 33.40 50.60

Expected volatility




Risk-free interest rate (based on government

bonds) 8.00% 8.00% 8.00% 6.57% 8.04%



Options granted - - - 10,000 350,000 360,000



Options granted - - 10,000 10,000 - 20,000


Mr. Sunil Raut, Company Secretary

Options granted - - - 10,000 - 10,000


32 Employee benefit expenses

The Company is required to present disclosures as required by Para 43 and Para 9.5.4 of 'GN on Division II - Ind AS Schedule III' and Para 138 - 147, of Ind AS 19 'Employee benefits' and Para 125 and 129 of 'Presentation of Financial Statements', which require at least the following disclosures, along with additional information as stated below:

A. Defined contribution plans

The Company makes Provident Fund and Superannuation Fund contributions to defined contribution retirement benefit plans for eligible employees. Under the schemes, the Company is required to contribute a specified percentage of payroll costs to fund the benefits. The contributions as specified under the law are paid to the provident fund set up as a Trust by the Company. The Company is generally liable for annual contributions and any deficiency in interest cost compared to interest computed based on the rate of interest declared by the Central Government under the employee provident scheme, 1952 is recognised as an expense in the year in which it is determined.

The Company recognised a charge of Rs. 60 Lakh (FY 2017-18 Rs.44 Lakh) towards provident fund and family pension fund contribution and Rs.13 Lakh (FY 2017-18 Rs.11 Lakh) towards contribution to superannuation fund in the Statement of Profit and Loss during the current year.

In case the company has contributions to foreign defined contribution plans and benefit plans, the details of the same should be disclosed.

137 of 187

B. Defined benefit plan

The Company offers the following employee benefit schemes to its employees:

i. Gratuity

ii. Post-employment medical benefits

iii. Other defined benefit plans

Movement in net defined benefit (asset) liability

Description in this section should contain following points:

1) Types of Defined benefit plans operated by the Company.

2) Terms and conditions of eligibility for the plan and computation mechanism of the obligation thereafter.

3) All amounts in Rs. lakh

a) Reconciliation of balances of Defined Benefit Obligations.

Particulars Total Funded Total Unfunded Total Funded Total Unfunded

Defined Obligations at the beginning of the year 115.14 - 98.39

Current service cost 22.73 - 19.66 -

Interest cost 8.61 - 5.93 -

Amalgamations / Acquisitions 17.44 - 4.56 -

a. Due to change in financial assumptions 27.35 - (1.69) -

b. Due to change in experience adjustments 7.93 - 26.85 -

c. Due to experience adjustments (4.19) - - -

Others (please specify below)

Benefits paid directly by the Company (6.65) - (38.57) -

Defined Obligations at the end of the year 188.35 - 115.14 -

b) Reconciliation of balances of Fair Value of Plan Assets

Particulars Total Funded Total Unfunded Total Funded Total Unfunded

As on 31 March 2019

Fair Value at the beginning of the year 130.83 - 118.84 -

Expected return on plan assets 3.20 - (1.49) -

Amalgamations / Acquisitions 17.44 - 4.56 -

Others (please specify below)

Interest Income on Plan Assets 10.07 - 8.91 -

Fair Value of Plan Assets at the end of the year 161.55 - 130.83 -

The Company offers its employees defined-benefit plans in the form of a gratuity scheme (a lump sum amount), (Included as part of contribution to provided fund, superannuation fund and other

funds as referred in Note 26 of Employee Benefit Expenses). Benefits under the defined benefit plans are typically based on years of service and the employee’s compensation (generally

immediately before retirement). The gratuity scheme covers substantially all regular employees. Commitments are actuarially determined at year-end. These commitments are valued at the

present value of the expected future payments, with consideration for calculated future salary increases, using a discount rate corresponding to the interest rate estimated by the actuary having

regard to the interest rate on government bonds with a remaining term that is almost equivalent to the average balance working period of employees. On adoption of the Indian Accounting

Standard (Ind AS 19) on “Employee Benefits”, actuarial valuation is done based on “Projected Unit Credit” method. Gains and losses of changed actuarial assumptions are recognised in other

comprehensive income.

The following table sets out the funded / unfunded status of the defined benefit schemes and the amount recognised in the financial statements:

Year ended March 31, 2019 Year ended March 31, 2018


Gratuity fund:

Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are analysed in terms of risk and return profiles. Investment and

contribution policies are integrated withinthis study.

138 of 187

c) Funded status

Particulars

As on 31 March 2019 Total Funded Total Unfunded Total Funded Total Unfunded Total Funded Total Unfunded

Deficit of plan assets over obligations

Surplus of plan assets over obligations - (26.81) 15.69 20.45

Unrecognised asset due to asset ceiling

Total - (26.81) 15.69 - 20.45 -

d) Categories of plan assets

Particulars

Particulars Total Funded Total Unfunded Total Funded Total Unfunded Total Funded Total Unfunded

Corporate bonds 69.56 - 56.26 - 48.73 -

Equity shares 16.90 - 15.70 - 19.01 -

Government securities 73.62 - 57.56 - 39.22 -

Cash 1.47 - 1.31 - 11.88 -

Others (please specify) - - - - - -

Total 161.55 - 130.83 - 118.84 -

e) Amount recognised in Balance sheet

Total Funded Total Unfunded Total Funded Total Unfunded Total Funded Total Unfunded

Present value of the defined benefit obligation - 188.35 115.14 - 98.39

Fair value of plan assets - 161.55 130.83 - 118.84

Net asset / (liability) recognised in the Balance Sheet - (26.81) 15.69 - 20.45 -

Net asset / (liability) as per financial statements - - -

f) Amount recognised in Statement of Profit and Loss

Total Funded Total Unfunded Total Funded Total Unfunded

Current Service Cost 22.73 - 19.66 -

Interest Cost (net) (1.46) - (2.98) -

Others (please specify)

Expenses for the year 21.26 - 16.68 -

g) Amount recognised in OCI

Total Funded Total Unfunded Total Funded Total Unfunded

a. Due to change in financial assumptions 27.35 - (1.69) -

b. Due to change in experience adjustments 7.93 - 26.85 -

c. Due to experience adjustments (4.19) - - -

d. (Return) on plan assets (excl. interest income) (3.20) - 1.49 -

e. Change in Asset Ceiling

Total remeasurements in OCI 27.88 - 26.65 -

Total defined benefit cost recognized in P&L and OCI 49.14 - 43.34 -

Year ended March 31, 2019 Year ended March 31, 2018 As at April 1, 2017





139 of 187

Total defined benefit cost as per financial statements - -

h) Expected cash flows for the following year

Particulars

Year ended March

31, 2019

Year ended

March 31, 2018

Expected total benefit payments 302.51 95.94

Year 1 14.36 8.59

Year 2 17.65 2.18

Year 3 21.40 2.96

Year 4 24.20 3.98

Year 5 27.47 5.17

Next 5 years 197.43 73.06

i) Major Actuarial Assumptions

Particulars

Year ended March

31, 2019

Year ended

March 31, 2018

As at April 1,

2017

Discount Rate (%) 7.20% 7.70% 7.50%

Salary Escalation/ Inflation (%)

7.5% for fist 5 years

and 6% thereafter

7.5% for fist 5

years and 6%

thereafter

7.5% for fist 5

years and 6%

thereafter

Expected Return on Plan assets (%) 7.20% 7.70% 7.50%

Attrition

Mortality Table

Indian assured lives

Mortality (2006-08)

(modified) Ult.

Indian assured

lives Mortality

(2006-08)

(modified) Ult.

Indian assured

lives Mortality

(2006-08)

(modified) Ult.

Medical cost inflation

Disability

Withdrawal (rate of employee turnover)

0-2 years 10%, 3-4

years 5%, 5-9 years

2.5%, 10 years and

more 1%

0-2 years 10%, 3-4

years 5%, 5-9 years

2.5%, 10 years and

more 1%

0-2 years 10%, 3-

4 years 5%, 5-9

years 2.5%, 10

years and more 1%

Retirement Age 60 years 60 years 60 years

Weighted Average Duration

Guaranteed rate of return

Estimate of amount of contribution in the immediate next year 14.36 8.59

The estimates for future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors.

The expected return on plan assets is based on market expectation, at the beginning of the year, for returns over the entire life of the related obligation.

140 of 187

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components

i) Sensitivity analysis

Increase Decrease Increase Decrease Increase Decrease

Discount rate (1% movement) (13.82) 15.69 (14.08) 16.88

Future salary growth (1% movement) 15.41 (13.84) 16.93 (14.36)

Others (Withdrawal rate 5% movement) (11.38) 15.83 0.83 2.58

j) Provision for leave encashment

Non current Current Non current Current Non current Current

Liability for compensated absences 49.89 14.07 31.63 5.57 27.40 3.46

Experience adjustments Defined benefit

obligation

Plan assets Surplus/

(deficit)

Experience

adjustments on plan

liabilities

Experience

adjustments on

plan assets

Funded

2018-19 - - - - -

2017-18 115.14 130.83 15.69 (26.85) (1.49)

2016-17 0.99 1.18 0.19 (0.06) 0.04

2015-16 - - - - -

2014-15 - - - - -

Unfunded

2018-19 188.35 161.55 (26.81) (7.93) 3.20

2017-18 - - - - -

2016-17 - - - - -

2015-16 0.66 0.83 0.17 (0.01) (0.04)

2014-15 0.93 1.19 0.27 0.04 0.01

j) Long Term Service Awards

33 Segment Reporting

Long Term Service awards are employee benefits in recognition for their loyalty and continuity of service for five years and above, the same is actuarially valued (Unfunded). The

Long Term Service awards expense for financial year 2018-19 is Nil (Previous year 2017-18 Rs. 1 lakh and 2016-17 Rs. 1 lakh) and the provision as at March 31, 2019 is Rs. 3 lakh

(Previous year March 31, 2018 Rs.4 lakh and April 01, 2017 Rs. 3 lakh).

The Company is engaged in the business of providing finance and advisory services to the infrastructure sector. There being only one material "business segment" and "geographical

segment", the segment information is not provided.

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the

amounts shown below.

March 31, 2019 March 31, 2018 April 1, 2017

March 31, 2019 March 31, 2018 April 1, 2017

141 of 187

34 Fair values of financial instruments

See accounting policy in Note 2(iii).

A. Valuation models

For more complex instruments, the Company uses proprietary valuation models, which are usually developed

from recognised valuation models. Some or all of the significant inputs into these models may not be

observable in the market, and may be derived from market prices or rates or estimated based on assumptions.

Valuation models that employ significant unobservable inputs require a higher degree of management

judgement and estimation in the determination of fair value. Management judgement and estimation are

usually required for the selection of the appropriate valuation model to be used, determination of expected

future cash flows on the financial instrument being valued, determination of the probability of counterparty

default and prepayments, determination of expected volatilities and correlations and selection of appropriate

discount rates.

The Company measures fair values using the following fair value hierarchy, which reflects the significance of

the inputs used in making the measurements:

a) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the

Company can access at measurement date

b) Level 2 inputs are inputs, other than quoted prices included within level 1, that are observable for the asset

or liability, either directly or indirectly; (i.e. derived from prices). This category includes instruments valued

using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar

instruments in markets that are considered less than active; or other valuation techniques in which all

significant inputs are directly or indirectly observable from market data.

c) Level 3 inputs are unobservable inputs for the valuation of assets or liabilities that the Company can access

at measurement date. This category includes all instruments for which the valuation technique includes inputs

that are not observable and the unobservable inputs have a significant effect on the instrument’s valuation.

This category includes instruments that are valued based on quoted prices for similar instruments for which

significant unobservable adjustments or assumptions are required to reflect differences between the

instruments. Valuation techniques include net present value and discounted cash flow models, income

approach, comparison with similar instruments for which observable market prices exist, option pricing

models and other valuation models. Assumptions and inputs used in valuation techniques include risk-free

returns, benchmark interest rates and credit spreads used in estimating discount rates, bond and equity prices,

foreign currency exchange rates, equity and equity index prices and expected price volatilities and

correlations.

The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that

would be received to sell the asset or paid to transfer the liability in an orderly transaction between market

participants at the measurement date.

The Company uses widely recognised valuation models to determine the fair value of financial instruments,

such as interest rate swap and forward rate agreement, which only needs observable market data and require

little management judgement and estimation. Observable prices or model inputs are usually available in the

market for listed equity securities and derivatives such as interest rate swaps. The availability of observable

market prices and model inputs reduces the need for management judgement and estimation and also reduces

the uncertainty associated with determining fair values.

142 of 187



B. Valuation framework

The Company has a established a policy for the measurement of fair values addressing the requirement

to independently verify the results of all significant fair value measurements. Specific controls

include:

1) verification of observable pricing basis actual market transactions;

2) re-performance of model valuations;

3) a review and approval process for new models and changes to models

4) annual calibration and back-testing of models against observed market transactions;

5) analysis and investigation of significant annual valuation movements; and

6) review of significant unobservable inputs, valuation adjustments and significant changes to the fair

value measurement of Level 3 instruments compared with the previous year.

When third party information, such as valuation agency report is used to measure fair value, the

Company assesses the documents and evidence used to support the conclusion that the valuations

meet the requirements of Ind AS. This includes:

1) understanding how the fair value has been arrived at, the extent to which it represents actual market

transactions and whether it represents a quoted price in an active market for an identical instrument;

2) when prices for similar instruments are used to measure fair value, how these prices have been

adjusted to reflect the characteristics of the instrument subject to measurement; and

3) if a number of quotes for the same financial instrument have been obtained, then how fair value has

been determined using those quotes.

Significant valuation issues are reported to the Audit Committee.

143 of 187

34. Financial Instruments

C

Financial assets and liabilities

Fair value

through

Profit or Loss

Fair Value

through Other

Comprehensive

Income

Derivative

instruments in

hedging

relationship

Derivative

instruments not in

hedging relationship

Amortised cost Total Carrying Value

Financial Assets:

Cash and cash equivalents - - - - 31,792 31,792

Other balances with banks - - - - - -

Trade receivables - - - - 34 34

Loans including Credit substitute - 60,930 - - 430,050 490,980

Investments in Mutual Fund 60 - - - - 60

Other financial assets - - - - 292 292

Total 60 60,930 - - 462,168 523,158

Financial Liabilities:

Trade and other payables - - - - 423 423

Debt Securities - - - - 78,550 78,550

Borrowings (Other than debt securities) - - - - 349,596 349,596

Other financial liabilities - - - - 4,919 4,919

Total - - - - 433,488 433,488

Fair value

through

Profit or Loss

Fair Value

through Other

Comprehensive

Income

Derivative

instruments in

hedging

relationship

Derivative

instruments not in



Financial Assets:

Cash and cash equivalents - - - - 711 711






Total 41 33,121 - - 276,777 309,939



Debt Securities - - - - 82,746 82,746



Total - - - - 242,487 242,487

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each

class of financial asset, financial liability and equity instrument are disclosed in note 2(i) to the financial statements.

The carrying value of financial instruments by categories as at March 31, 2019 is as follows:

Particulars

The carrying value of financial instruments by categories as at March 31, 2018 is as follows:

Particulars

144 of 187

Fair value

through

Profit or Loss

Fair Value

through Other

Comprehensive

Income

Derivative

instruments in

hedging

relationship

Derivative

instruments not in



Financial Assets:

Cash and cash equivalents - - - - 1,434 1,434






Total 35 16,390 - - 184,972 201,397



Debt Securities - - - - 42,472 42,472



Total - - - - 142,129 142,129

The carrying value of financial instruments by categories as at April 1, 2017 is as follows:

Particulars

Carrying amounts of cash and cash equivalents, trade receivables, loans and trade and other payables as on March 31, 2019, March 31, 2018 and April 1, 2017 approximate the fair

value because of their short-term nature. Difference between carrying amounts and fair values of bank deposits, other financials assets, other financial liabilities and borrowings

subsequently measured at amortrised cost is not significant in each of the years presented.

Fair value hierarchy:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consist of the following three

levels:

Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from

prices).Level 3 — Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that

are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

145 of 187

Level 1 Level 2 Level 3 Total

Financial Assets:

Mutual fund units - 60 - 60

Loans - - 60,930 60,930

Total - 60 60,930 60,990


Financial Assets:


Loans - - 33,121 33,121

Total - 41 33,121 33,162


Financial Assets:


Loans - - 16,390 16,390

Total - 35 16,390 16,425

Carrying

ValueFair value Carrying Value Fair value Carrying Value Fair value

Financial Assets at amortised cost:

Loans 430,050 429,123 275,777 282,171 183,526 186,958

Total 430,050 429,123 275,777 282,171 183,526 186,958

Loans 60,930 60,930 33,121 33,121 16,390 16,390

Total 60,930 60,930 33,121 33,121 16,390 16,390

Financial Liabilities at amortised cost:

Borrowings 428,146 427,370 237,009 236,792 138,442 137,750

Total 428,146 427,370 237,009 236,792 138,442 137,750

The Company has not disclosed fair value of financial instruments such as Cash and cash equivalent, trade receivables, other financial assets etc. since their carrying value equals fair value

As at April 01, 2017

Financial Assets at Fair Value through Other

Comprehensive Income:

The following table summarises disclosure of fair value of financial assets and liabilities measured at amortised cost:

Measured at Level 3As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017


The following table summarises financial assets and liabilities measured at fair value on a recurring basis :


146 of 187

Fair value of the Financial intruments measured at amortised cost

D

As at

March 31,

2019

As at

March 31,

2018

As at

April 1, 2017

429,123 282,171 186,958 level 3 discounted cash

flows

NA NA

429,123 282,171 186,958

The fair value of loans given is based on observable market transactions, to the extent available. Wherever the observable market transactions are not available, fair value is

estimated using valuation models, such as discounted cash flow techniques. Input into the valuation techniques includes interest rates, prepayment rates, primary origination or

secondary market spreads. Input into the models may include information obtained from other market participants, which includes observed primary and secondary transactions.

The fair value of borrowings from banks is estimated using discounted cash flow techniques, applying the rates that are offered for deposits of similar maturities and terms. The fair

value of deposits payable on demand is the amount payable at the reporting date.

Valuation

technique(s) and

key input(s)

Loans

Financial Assets at amortised cost (A)

The following table summarises valuation techniques used to determine fair value, fair value measurements using significant unobservable inputs ( level 3) and valuation inputs and

relationship to fair value

Financial instruments Fair value as at Fair value

hierarchy

Significant

unobservable

input(s)

Relationship of

unobservable inputs

to fair value

147 of 187

As at

March 31,

2019

As at

March 31,

2018

As at

April 1, 2017

Borrowings 427,370 236,792 137,750

427,370 236,792 137,750

As at

March 31,

2019

As at

March 31,

2018

As at

April 1, 2017

Mutual fund units 60 41 35 Level 2 net asset value net asset value The higher the net

asset value, the higher

the fair value of the

unquoted units

Financial Assets at FVTPL (B) 60 41 35

As at

March 31,

2019

As at

March 31,

2018

As at

April 1, 2017

Loans 60,930 33,121 16,390 Level 3 discounted cash

flows

discounted cash flows The higher the net

asset value, the higher

the fair value of the

unquoted units

Financial Assets at FVTOCI (C) 60,930 33,121 16,390

490,113 315,333 203,383

NA: Not applicable

discounted cash

flows

NA

Financial instruments

NA

Fair value as at Fair value

hierarchy

Valuation

technique(s) and

key input(s)

level 3

There were no transfers between Level 1 and Level 2 and Level 3 of the fair value hierarchy in the year.

Financial Assets at FVTPL Valuation

technique(s) and

key input(s)

Significant

unobservable

input(s)

Total Financial Assets (A) + (B)+(C)

Significant

unobservable

input(s)

Relationship of

unobservable inputs

to fair value

Relationship of

unobservable inputs

to fair value

Significant

unobservable

input(s)

Relationship of

unobservable inputs

to fair value

Financial Assets at FVTOCI Fair value as at Fair value

hierarchy

Valuation

technique(s) and

key input(s)

Fair value as at Fair value

hierarchy

Financial Liabilities at amortised cost

148 of 187



E Level 3 fair value measurements

i (Rs. in lakh)

As at March 31, 2018 33,121

Total gains or losses:

in profit or loss -

in OCI (190)

Purchases 45,848

Settlements (17,849)

Transfers into Level 3 -

Transfers out of Level 3 -

As at March 31, 2019 60,930

ii (Rs. in lakh)

For the year ended March 31, 2019

Total gains and losses

recognised in profit or loss: -

Fair value changes :

-Realised -

-Unrealised -


recognised in FVTOCI: 190

Total Net gain/(loss) on fair value changes 190

Dividend Income -

Interest Income -

Total 190

iii (Rs. in lakh)

As at April 1, 2017 16,390

Total gains or losses:

in profit or loss -

in OCI 69

Purchases/transfer* 32,044

Settlements (15,382)

Transfers into Level 3 -

Transfers out of Level 3 -

As at March 31, 2018 33,121

iv (Rs. in lakh)

For the year ended March 31, 2018


recognised in profit or loss: -

(A) Net Gain / (loss) on financial instruments at fair value through profit or loss

Fair value changes :

-Realised

-Unrealised


recognised in FVTOCI: (69)

Total Net gain/(loss) on fair value changes (69)

Dividend Income

Interest Income

Total (69)

Fair value through Profit

or Loss - Loans

The following table shows a reconciliation from the beginning balances to the ending balances for fair value

measurements in Level 3 of the fair value hierarchy.

Total gains or losses for the year in the above table are presented in the statement of profit or loss and OCI as follows.

Total gains or losses for the year in the above table are presented in the statement of profit or loss and OCI as follows.


or Loss - Loans


or Loss - Loans


or Loss - Loans

149 of 187

35 Financial risk review

For information on the financial risk management framework, see Note 36

A. Credit risk

i. Credit quality analysis

ii. Collateral held and other credit enhancements

iii. Amounts arising from ECL

iv. Concentration of credit risk

B. Liquidity risk

i. Exposure to liquidity risk

ii. Maturity analysis for financial liabilities and financial assets

iii. Financial assets available to support future funding

iv. Financial assets pledged as collateral

C. Market risk

i. Exposure to interest rate risk – Non-trading portfolios

ii. Exposure to currency risks – Non-trading portfolios

D. Capital management

i. Regulatory capital

A. Credit risk

i. Credit quality analysis

This note presents information about the Company's exposure to financial risks and its management of capital.

For the definition of credit risk and information on how credit risk is mitigated by the Company, see Note 36

The following table sets out information about the credit quality of financial assets measured at amortised cost. The

amounts in the table represent gross carrying amounts for financial assets. For loan commitments, the amounts in the

table represent the amounts committed.

Explanation of the terms: 12-month ECL, lifetime ECL and credit-impaired are included in Note 2(ix).

150 of 187

35. Financial risk review(continued)

A. Credit risk

Loans by Division

i.) Credit quality analysis continued

Loan exposure by Financing division

(Rs. in lakh)

LOANS by Division

(i) Term Loans

(ii) Credit Substitutes

(iii) Bills Purchased and Bills discounted

Total - Gross

Less : Impairment loss allowance

The exposure at default (EAD) considered for loan commitments after applying credit conversion factor (CCF) as per RBI norms.

2) Internal ratings based method implemented by the Company for credit quality analysis of Loans

a)

Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total

203,095 203,095 92,700 92,700 38,280 38,280

287,273 287,273 215,417 36 215,453 160,701 935 161,636

612 612 745 745 -

490,368 612 - 490,980 308,117 781 - 308,898 198,981 935 - 199,916

Note : Gross Carrying amount does not include Loan commitments Rs. 120,851 lakh ( As on March 31, 2018: Rs. 89,737 lakh | As on April 1, 2017: Rs. 70,759 lakh)

PARTICULARS

Total- Net Loans

The table below shows the credit quality and the maximum exposure to credit risk based on the internal credit rating system and year-end stage classification of Loans. The amounts

presented are gross of impairment allowances. Details of the division's internal grading system are explained in Note below and policies on ECL allowances are set out in Note 35 A (iii).

Outstanding Gross LoansAs at March 31, 2019 As at March 31, 2018 As at April 1, 2017

Total

Internal rating grade

Grade 1

Grade 2

Grade 3

Grade 4

As at

April 1, 2017

190,434

8,512

199,916

1,045

970

As at

March 31, 2018

300,341

8,557

As at

March 31, 2019

474,906

16,074

488,824


-

490,980

2,156

198,871

-

308,898

1,461

307,437

151 of 187

b)


925 925 354 354 130 130

1,200 1,200 1065 0 1,065 911 4 915

31 31 42 42 -

- - -

2,125 31 - 2,156 1,419 42 - 1,461 1,041 4 - 1,045

Note : Include impairment allowance on Loan commitments Rs. 281 lakh ( As on March 31, 2018: Rs. 240 lakh | As on April 1, 2017: Rs. 241 lakh)

c)

Note: The Company has a internal rating model mapped to external Crisil rating grades.

3) Days past due based method implemented by Company for credit quality analysis of Loans

a)


489,536 612 490,148 308,069 781 308,850 194,911 - 194,911

832 832 48 48 5,005 5,005

- - -

- - -

- - -

490,368 612 - 490,980 308,117 781 - 308,898 199,916 - - 199,916


b)


2,121 31 2,152 1,419 42 1,461 1,026 - 1,026

4 4 0 - 19 19

- - -

- - -

- - -

2,125 31 - 2,156 1,419 42 - 1,461 1,045 - - 1,045

Note : Include impairment allowance on Loan commitments Rs. 281 lakh ( As on March 31, 2018: Rs. 240 lakh | As on April 1, 2017: Rs. 241 lakh)

Total

Total

Impairment allowance on

Loans


Zero overdue

1-29 days

30-59 days

60-89 days

90 or more days

As at April 1, 2017

Days past due

Days past due

Zero overdue

1-29 days

30-59 days

60-89 days

90 or more days

The table below shows the credit quality and the maximum exposure to credit risk based on the days past due and year-end stage classification of Loans. The amounts presented are gross

of impairment allowances.

Outstanding Gross LoansAs at March 31, 2019 As at March 31, 2018 As at April 1, 2017

Definition

AAA to A

BBB | BBB- | BBB+

BB | BB+ | BB-

D

highest level of security is available. Account has satisfactory performance

adequate level of security. Account has satisfactory performance

Impairment allowance on

Loans


Ratings as per internal rating method

As at April 1, 2017

Internal rating grade

Grade 1

Grade 2

Grade 3

Grade 1

Grade 2

Grade 3

Grade 4

Grade 4

Total

Internal rating grades

Account has shown significant deterioration in performance

Account has defaulted

152 of 187


A. Credit risk

Loans by Division

c) Credit quality analysis continued

Days past

due

Estimated gross

carrying amount at

default

Expected

probability of

default

Expected

credit losses

Carrying amount net

of impairment

provision

0 489,536 0% 2,121 487,415

1-29 832 0% 4 828

Total 490,368 0% 2,125 488,243

0 612 0% 31 581

30-59 0 0% 0 0

60-89 0 0% 0 0

Total 612 0% 31 581

90 days

and above

0 0% 0 0

Total 490,980 0% 2,156 488,824

As at

March 31, 2019

Asset group

Loss allowance measured at

12 month expected credit

losses

Financial assets for

which credit risk has not

increased significantly

since initial recognition

Loans, Credit

Substitutes


life-time expected credit

losses


which credit risk has


and not credit-impaired

Loans, Credit

Substitutes




and

credit-impaired

Loans, Credit

Substitutes

153 of 187

Days past

due

Estimated gross

carrying amount at

default

Expected

probability of

default

Expected

credit losses

Carrying amount net

of impairment

provision

0 308,069 0% 1419 306,650

1-29 48 0% 0 48

Total 308,117 0% 1,419 306,698

0 781 0% 42 739

30-59 0 0% 0 0

60-89 0 0% 0 0

Total 781 0% 42 739

90 days

and above

0 0% 0 0

Total 308,898 0% 1,461 307,437

Days past

due

Estimated gross

carrying amount at

default

Expected

probability of

default

Expected

credit losses

Carrying amount net

of impairment

provision

0 194,911 1% 1026 193,885

1-29 5,005 0% 19 4,986

Total 199,916 1% 1,045 198,871

0 0 0% 0 0

30-59 0 0% 0 0

60-89 0 0% 0 0

Total 0 0% 0 0

90 days

and above

0 0% 0 0

Total 199,916 1% 1,045 198,871

4 Disclosure of Net Carrying Value of Loans carried at amotised cost & FVTOCI

PARTICULARS

As at

March 31, 2019

As at

April 1, 2017

LOANS

- Amortised Cost 430,050 183,526

- At Fair Value through Other Comprehensive Income 60,930 16,390

Total - Gross Loans 490,980 199,916

Less: Un-Amortized Processing Fees 2,306 771

Total - Carrying Value of Loans 488,674 199,145

Less : Impairment Allowance 2,156 1,045

Total - Net Loans 486,518 198,100

1,461

306,390

As at

March 31, 2018

275,777

33,121

308,898

1,047

307,851

As at April 1, 2017 Asset group



losses




Loans, Credit

Substitutes



losses





Loans, Credit

Substitutes



Loans, Credit

Substitutes

As at March 31, 2018 Asset group



losses




Loans, Credit

Substitutes



losses





Loans, Credit

Substitutes



Loans, Credit

Substitutes

154 of 187


A. Credit risk

ii Collateral and other credit enhancements

Total

Particulars Category of collateral available

Charge on assets and cash flows of the underlying solar and road

projects

Financial assets

Loans

Bills purchased and bills discounted

Term loans

Credit substitutes (refer note 7(a) below)

The Company holds collateral and other credit enhancements against certain of its credit exposures

The amount and type of collateral required depends on an assessment of the credit risk of the counterparty.

The main types of collateral obtained are as follows:

The term loans are secured by charge on assets and cash flows of the underlying solar and road projects

The table represents categories of collaterals available against the loan exposures:

155 of 187


A. Credit risk

iii Amounts arising from ECL

Impairment allowance on financial asset is covered in note (ix)

Inputs, assumptions and estimation techniques used for estimating ECL

1) Inputs:

When determining whether the risk of default on a financial instrument has increased significantly since initial recognition, the

Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This

includes both quantitative and qualitative information and analysis based on the Company’s historical experience, expert credit

assessment and including forward looking information.

The Company allocates each exposure to a credit risk grade based on days past due (DPD), which is a quantitative factor that

indicates the risk of default. The determination of the probability of default is based on internal ratings mapped against the

external ratings in absence of actual history of default. Additional qualitative factors are applied such as fraudulent customer

and reschedulement of loans. Further, accounts identified as high risk by the Risk team qualifies for classification as stage 2

since there is increase in credit risk.

The objective of the ECL assessment is to identify whether a significant increase in credit risk has occurred for an exposure by

comparing the remaining lifetime probability of default (PD) as at the reporting date; with the remaining lifetime PD for this

point in time that was estimated at the time of initial recognition of the exposure and adjusted for changes on account of

prepayments.

In assessing the impairment of loan assets under Expected Credit Loss (ECL) Model, the loans have been segmented into three

stages based on the risk profiles. The three stages reflect the general pattern of credit deterioration of a financial instrument.

156 of 187

Refer note 2(ix) in Significant accounting policies for definition of Stages of Asset

2) Assumptions:

The Company has applied following assumptions for determination of ECL.

1) "Loss given default" (LGD) is an estimate of loss from a transaction given that a default occurs.

2) "Probability of default" (PD) is defined as the probability of whether the borrowers will default on their obligations in

the future. For assets which are in Stage 1, a 12-month PD is required. For Stage 2 assets a lifetime PD is required

while Stage 3 assets are considered to have a 100% PD.

3) "Exposure at default" (EAD) represents the expected exposure in the event of a default and is the gross carrying amount

in case of the financial assets held by the Company including loan commitments.

4) Definition of default: A default on a financial asset is when the counterparty fails to make the contractual payments

within 90 days of when they fall due. Accordingly, the financial assets shall be classified as Stage 3, if on the reporting

date, it has been 90 days past due. Further if the customer has requested forbearance in repayment terms, such

restructured, rescheduled or renegotiated accounts are also classified as Stage 3. Non-payment on another obligation of

the same customer is also considered as a stage 3.

5) Forward looking information

The Company incorporates forward looking information into both assessments of whether the credit risk of an

instrument has increased significantly since its initial recognition and its measurement of ECL. Based on the

consideration of a variety of external actual and forecast information, the Company forms a ‘base case’ view of the

future direction of relevant economic variables such as real GDP, domestic credit growth, money market interest rate

etc. as well as a representative range of other possible forecast scenarios. This process involves developing two or more

157 of 187

additional economic scenarios and considering the relative probabilities of each outcome. The base case represents a

most likely outcome while the other scenarios represent more optimistic and more pessimistic outcomes. More weight

is applied to pessimistic outcome consistently as a matter of prudence than optimistic outcome.

The below table indicates the macro economic variables used for determination of the One year probability of default

and life time probability of default:

Marco economic

parameters used*

Measurement metric

( % change / value)

year wise macro economic parameters across base,

optimistic and pessimistic

Year 1 Year 2 Year 3 Year 4 Year 5

a) Private consumption, Private consumption

(% real change pa) Base 7.60 7.50 8.50 8.10 7.38

Optimistic 8.08 7.98 8.98 8.58 7.86

Pessimistic 7.12 7.02 8.02 7.62 6.90

b) contribution to real

GDP growth/Real GDP

Real GDP

(% change pa) Base 7.70 7.40 7.60 7.80 7.41

Optimistic 8.22 7.92 8.12 8.32 7.93

Pessimistic 7.18 6.88 7.08 7.28 6.89

c) Lending interest rate, Lending Interest Rate (%) Base 9.60 9.00 9.10 9.30 9.89

Optimistic 9.91 9.31 9.41 9.61 10.20

Pessimistic 9.29 8.69 8.79 8.99 9.58

Note: The Company has applied more weights to the pessimistic case as compared to the Optimistic case while

computing the probability of default.

6) Assessment of significant increase in credit risk

The credit risk on a financial asset of the Company are assumed to have increased significantly since initial recognition

when contractual payments are more than 30 days past due. Additional qualitative factors are applied such as fraudulent

customer and reschedulement of loans. Further, accounts identified as high risk by the Risk team qualifies for

158 of 187

classification as stage 2 since there is increase in credit risk. Accordingly, the financial assets shall be classified as Stage

2, based on the quantitative as well as qualitative factors.

3) Estimation techniques:

The Company has applied the following estimation technique for ECL model:

1) The Company has used historic default rates for calculating the 12-month PD and Lifetime PDs

2) Loss given default is calculated after considering outstanding at the time of default and adjusting for actual recoveries

basis time value of money, absent availability of internal data we have used information to the extent available from

Basel norms.

i) Credit risk monitoring techniques

Exposures are subject to ongoing monitoring, which may indicate that a significant increase in credit risk has occurred on

an exposure. The monitoring typically involves use of the following data for Corporate:

ii) Overdue status

iii) Restructuring, reschedulement of loans and requests for granting of forbearance

iv) Fraudulent customer

v) Marked as high risk by the Risk Management Committee

vi) Techniques for determining PD

vii) Information published in the Basel IRB (Basel internal rating based approach refers to set of credit measurement

techniques proposed by the Basel committee on Bank Supervision ( BCBS) for capital adequacy purpose) norms is

also used.

159 of 187

Based on advice from the external risk management experts, the Company considered variety of external actual and forecast

information to formulate a ‘base case’ view of the future direction of relevant economic variables as well as a representative

range of other possible forecast scenarios. Such forecasts are adjusted to estimate the PDs.

Predicted relationships between the key indicators and default and loss rates on various portfolios of financial assets have

been developed based on analysing historical data.

A maximum of a 12-month PD or actual contractual tenure is considered for financial assets for which credit risk has not

significantly increased. The Company measures ECL for stage 2 and stage 3 assets considering the risk of default over the

maximum contractual period over which it is exposed to credit risk.

The portfolio is subject to regular review to ensure that exposures within a particular group remain appropriately

homogeneous.

For portfolios in respect of which the Company has limited historical data, external benchmark information is used to

supplement the internally available data.

viii) Techniques for determining LGD:

LGD is the magnitude of the likely loss if there is a default. The Company estimates LGD parameters based on the history

of recovery rates against defaulted counterparties. The LGD models consider the cash flow received, assets received in lieu

of settlement of loan and collateral available for subsequent recovery that is integral to the financial asset. LGD estimates

are calculated on a discounted cash flow basis using the internal rate of return as the discounting factor. Absent observed

history of default, LGD applied is based on Basel IRB norms.

ix) Techniques for computation of EAD

a) EAD represents the expected exposure in the event of a default. The Company derives the EAD from the current

exposure to the counterparty and potential changes to the current amount allowed under the contract including

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amortisation. The EAD of a financial asset is its gross carrying amount. For lending commitments, the EAD includes

the amount drawn, as well as potential future amounts that may be drawn under the contract, which are estimated based

on credit conversion factor prescribed by RBI for various loan commitments. For financial assets in stage 2, EAD is

determined by estimating the possible exposure in future using linear amortisation techniques.

b) For undrawn loan commitments, the ECL is the difference between the present value of the difference between the

contractual cash flows that are due to the Company if the holder of the commitment draws down the loan and the cash

flows that the Company expects to receive if the loan is drawn down. Outstanding exposure for utilised limit as well as

un-utilised limit post applying the credit conversion factor as prescribed under RBI guidelines, absent availability of

information of past history of conversion of un-utilised limits into utilised limits is considered as exposure at default for

non-fund based facilities.

161 of 187


A. Credit risk

iii

a)

Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total

308,117 781 - 308,898 198,981 935 - 199,916

292,583 - - 292,583 199,554 - - 199,554

(110,344) (132) - (110,476) (90,418) (154) - (90,572)

11 (36) - (25) - - - 0

- - - - - - - 0

- - - - - - - 0

- - - - - - - 0

490,367 613 - 490,980 308,117 781 - 308,898

b)

Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total

1,420 41 - 1,461 1,041 4 - 1,045

1,227 - - 1,227 878 37 - 915

(522) (10) - (532) (499) (0) - (499)

0 (0) - - - - - -

- - - - - - -

- - - - - - -

- - - - - - - -

2,125 31 - 2,156 1,420 41 - 1,461

Transfers to Stage 2


Amounts written off


ECL allowance - opening balance

New assets originated or purchased

Assets derecognised or repaid (excluding write offs)


ECL allowance - closing balance

Gross carrying amount closing balance

Amounts written off

Amounts arising from ECL

An analysis of changes in the gross carrying amount and the corresponding ECL allowances in relation to lending is, as follows:

ParticularsAs at March 31, 2019 As at March 31, 2018

Gross carrying amount opening balance

New assets originated or purchased

Assets derecognised or repaid (excluding write offs)




ParticularsAs at March 31, 2019

162 of 187

iv) Concentration of Credit Risk

a)


474,294 612 - 474,906 299,560 781 - 300,341 189,499 935 - 190,434

16,074 - - 16,074 8,557 - - 8,557 8,512 - - 8,512

- - - - - - - - 970 - - 970

490,368 612 - 490,980 308,117 781 - 308,898 198,981 935 - 199,916


b)


2,055 31 2,086 1,380 42 - 1,422 994 4 - 998

70 70 39 - - 39 39 - - 39

- - - - 8 - - 8

2,125 31 - 2,156 1,419 42 - 1,461 1,041 4 - 1,045

B. Liquidity risk

i. Exposure to liquidity risk


Total

As at April 1, 2017

Term Loans

Credit Substitutes

Bills Purchased and

Bills discounted

The table below shows the credit quality based on credit concentration and the maximum exposure to credit risk based on the days past due and year-end stage classification of

Loans. The amounts presented are gross of impairment allowances.

For the definition of liquidity risk and information on how liquidity risk is managed by the Company, see Note 36.

The Company has set tolerance limits in the light of the Company’s business objectives, strategic direction and overall risk appetite. The tolerance limits reflects balance between

profitability and managing liquidity risk and considers Company’s current financial condition and funding capacity. The Company maintains liquidity buffer of unencumbered

highly liquid assets (if required) to insure against liquidity stress events.

Outstanding Gross

Loans

As at March 31, 2019 As at March 31, 2018 As at April 1, 2017

Term Loans

Credit Substitutes

Bills Purchased and

Bills discounted

Total

Impairment allowance

on Loans


163 of 187

35.

B. Liquidity risk


As at

March 31, 2019

Note Carrying

amount

Gross

nominal

inflow/(outflow)

Less

than

1 month

1–3

months

3 months

–1 year

1–5

years

More

than

5 years

upto 1

Year

more than

1 Year

Financial liability by type

Non-derivative liabilities

Trade payables 12 423 423 - 423 423 -

Debt securities issued 13 78,772 78,772 2,500 12,772 62,500 1,000 15,272 63,500

Borrowings 14 349,642 349,642 98,795 86,944 62,336 76,965 24,602 248,075 101,567

Subordinated liabilities - - -

External commercial borrowings - -

Other financial liabilities 15 4,919 4,919 4,240 679 4,919 -

Issued loan commitments - -

Derivative liabilities

Total 433,756 433,756 103,035 90,546 75,108 139,465 25,602 268,689 165,067

Market Borrowings 231,480 231,480 37,469 59,586 36,483 72,340 25,602 133,538 97,942

Bank borrowings 196,934 196,934 61,326 29,858 38,625 67,125 - 129,809 67,125

Total Borrowings 428,414 428,414 98,795 89,444 75,108 139,465 25,602 263,347 165,067

Financial asset by type

Non-derivative assets

Cash and cash equivalents 4 31,792 31,792 31,792 31,792 -

Bank balances - - - -

Receivables 5 34 34 34 34 -

Loans 6 490,980 490,980 9,466 24,626 126,152 134,109 196,627 160,244 330,736

Investments 7 60 60 60 - 60

Other Financial Assets 8 292 292 3 6 283 9 283

Derivative assets

Total 523,158 523,158 41,261 24,666 126,152 134,392 196,687 192,079 331,079

Financial risk review(continued)

The following tables set out the remaining contractual maturities of the Company's financial liabilities and financial assets:

164 of 187

35.

B. Liquidity risk


As at

March 31, 2018

Note Carrying

amount

Gross

nominal

inflow/(outflow)

Less

than

1 month

1–3

months

3 months

–1 year

1–5

years

More

than

5 years

upto 1

Year

more than

1 Year



Trade payables 12 285 285 285 285 -

Debt securities issued 13 82,776 82,776 5,000 6,000 18,500 52,276 1,000 29,500 53,276

Borrowings 14 154,282 154,282 4,739 54,241 35,844 59,458 94,824 59,458






Total 242,536 242,536 14,489 60,969 54,344 111,734 1,000 129,802 112,734

Market Borrowings 157,008 157,008 7,246 27,508 38,978 82,276 1,000 73,732 83,276

Bank borrowings 80,050 80,050 2,493 32,733 15,366 29,458 - 50,592 29,458

Total Borrowings 237,058 237,058 9,739 60,241 54,344 111,734 1,000 124,324 112,734



Cash and cash equivalents 4 711 711 711 711 -



Loans 6 308,898 308,898 6,914 14,940 97,694 98,329 91,021 119,548 189,350


Other Financial Assets 8 266 266 11 255 11 255

Derivative assets

Total 309,939 309,939 7,636 14,963 97,694 98,584 91,062 120,293 189,646



165 of 187

35.

B. Liquidity risk


As at

April 1, 2017

Note Carrying

amount

Gross

nominal

inflow/(outflow)

Less

than

1 month

1–3

months

3 months

–1 year

1–5

years

More

than

5 years

upto 1

Year

more than

1 Year



Trade payables 12 335 335 335 335 -

Debt securities issued 13 42,500 42,500 9,000 7,500 26,000 16,500 26,000

Borrowings 14 95,973 95,973 1,778 29,874 55,904 8,417 87,556 8,417






Total 142,160 142,160 4,837 39,502 63,404 34,417 - 107,743 34,417

Market Borrowings 100,500 100,500 1,500 38,874 34,126 26,000 - 74,500 26,000

Bank borrowings 37,973 37,973 278 - 29,278 8,417 - 29,556 8,417

Total Borrowings 138,473 138,473 1,778 38,874 63,404 34,417 - 104,056 34,417



Cash and cash equivalents 4 1,434 1,434 1,434 1,434 -



Loans 6 199,916 199,916 1,716 42,239 13,679 52,223 90,059 57,634 142,282


Other Financial Assets 8 5 5 4 1 4 1

Derivative assets

Total 201,397 201,397 3,161 42,239 13,679 52,224 90,094 59,079 142,318



166 of 187

35.

B. Liquidity risk

ii. Maturity analysis of assets and liabilities

Within 12

months

After 12

months Total

Within 12

months

After 12

months Total

Within 12

months

After 12

months Total

31,792 - 31,792 711 - 711 1,434 - 1,434 34 - 34 23 - 23 7 - 7

160,244 330,736 490,980 119,548 189,350 308,898 57,634 142,282 199,916 - 60 60 - 41 41 - 35 35

9 283 292 11 255 266 4 1 5 - - -

547 - 547 231 - 231 146 - 146

- 1,527 1,527 - 837 837 - 625 625

- 235 235 - 246 246 - 257 257

- 23 23 - 29 29 - 25 25

- - - - - - - - -

38 74 112 36 109 145 22 20 42

- - - - - - - -

192,664 332,938 525,602 120,560 190,867 311,427 59,247 143,245 202,492

Property, Plant and Equipment

Other Intangible assets

Other non-financial assets

Asset held for sale

Total Assets

Investment property

Financial assets

Cash and cash equivalentsTrade ReceivablesLoans

InvestmentsOther financial assetsNon-financial Assets

Current tax asset

Deferred tax Assets (Net)

ASSETS




167 of 187

Within 12

months

After 12

months Total

Within 12

months

After 12

months Total

Within 12

months

After 12

months Total

423 - 423 285 - 285 335 - 335

15,214 63,336 78,550 29,484 53,262 82,746 16,485 25,987 42,472

248,033 101,563 349,596 94,806 59,457 154,263 87,555 8,415 95,970

4,919 - 4,919 5,193 - 5,193 3,352 - 3,352

- - - - - - 23 - 23 331 1,921 2,252 306 1,198 1,504 187 893 1,080

- - - - - - - - -

- - - - - - - -

812 2,492 3,304 383 782 1,165 225 606 831

269,732 169,312 439,044 130,457 114,699 245,156 108,162 35,901 144,063

(77,068) 163,626 86,558 (9,897) 76,168 66,271 (48,915) 107,344 58,429


Other non financial

liabilities(to be specified)

Total liabilities

Borrowings (Other than debt

securities)

LIABILITIES

Financial Liabilities

Derivative financial

instruments

Trade Payables(i) total outstanding dues of

creditors other than micro

enterprises and small

enterprises

Debt Securities

Net

Other financial liabilities(to be

specified)

Non-Financial Liabilities

Current tax liabilityProvisionsDeferred tax liabilities (Net)

Liability and disposal groups

held for sale

168 of 187

35.

B. Liquidity risk


The amounts in the table above have been compiled as follows.

B. Liquidity risk

iii. Financial assets pledge / not pledge

Details of assets pledged / not pledged as securities are as follows

-

Pledged Not

Pledged Total Pledged

Not

Pledged Total Pledged

Not

Pledged Total

- 31,792 31,792 - 711 711 - 1,434 1,434

- - - - - - - - -

- - - - - - - - -

- 34 34 - 23 23 - 7 7

490,980 - 490,980 308,898 - 308,898 199,916 - 199,916

- 60 60 - 41 41 - 35 35

- 292 292 - 266 266 - 5 5

- 547 547 - 231 231 - 146 146

- 1,527 1,527 - 837 837 - 625 625

235 - 235 246 - 246 257 - 257

- 23 23 - 29 29 - 25 25

- - - - - - - - -

- 112 112 - 145 145 - 42 42

- - - - - - - - -

491,215 34,387 525,602 309,144 2,283 311,427 200,173 2,319 202,492 Total Assets

ASSETS

Property, Plant and Equipment

Other Intangible assets

Other non-financial assets

Asset held for sale

Investment property

Financial assets

Cash and cash equivalents

Bank Balance other than (a) above

Derivatives financial instruments

Trade Receivables

As at April 1, 2017

Other financial assets

The Company's expected cash flows on some financial assets and financial liabilities vary significantly from the contractual cash flows. The

principal differences are as follows:

a) Unrecognised loan commitments are not all expected to be drawn down immediately; and

b) Term loans have an original contractual maturity of between 12 and 180 months but an average expected maturity of 36 months because

customers take advantage of early repayment options.

Deferred tax Assets (Net)

Non-financial Assets

Earliest possible contractual maturity. For issued financial guarantee contracts, the maximum

amount of the guarantee is allocated to the earliest period in which the guarantee could be

called.

For unrecognised loan commitments, earliest possible period in which the loan commitments

is expected to be disbursed.

Loans

Current tax asset

Investments



Issued financial guarantee contracts, and

unrecognised loan commitments

Type of financial instrument

Non-derivative financial liabilities and financial

assets

Undiscounted cash flows, which include estimated interest payments.

Basis on which amounts are compiled

The Company maintains agreed lines of credit with other banks to maintain the liquidity requirements.

169 of 187

35.

C. Market risk

i

Carrying amount In Lakhs

Assets subject to market risk

Cash and cash equivalents 4 31,792 711 1,434

Bank balances - - -

Receivables 5 34 23 7

Loans 6 490,980 308,898 199,916

Investments 7 60 41 35

Other Financial Assets 8 292 266 5

Liabilities subject to market risk

Trade payables 12 423 285 335

Debt securities issued 13 78,550 82,746 42,472

Borrowings 14 349,596 154,263 95,970

Other financial liabilities 15 4,919 5,193 3,352

ii Exposure to interest rate risk – Non-trading portfolios (continued)

Company carries out EAR model analysis for rate sensitive asset and liabilities

Below table illustrates impact on 100 bps change on Rate sensitive asset and Rate sensitive liability

As at March 31, 2019 (Rs. in lakh)

Rate sensitive Less than 1 Year @ 100bps

change

increase

@

100bps

change

decrease

Rate Sensitive Asset 492,358 2,462 (2,462)

Rate Sensitive Liabilities 335,844 1,679 (1,679)

Net Gap ( Asset - liability) 156,514 783 (783)



change

increase

@

100bps

change

decrease

Rate Sensitive Asset 309,158 1,546 (1,546)

Rate Sensitive Liabilities 149,503 748 (748)




change

increase

@

100bps

change

decrease

Rate Sensitive Asset 198,731 994 (994)

Rate Sensitive Liabilities 113,954 570 (570)


There are no exposure to foreign currency risks in the non trading portfolio

iii. Exposure to currency risks – Non-trading portfolios


For the definition of market risk and information on how the company manages the market risks of trading

and non-trading portfolios, see Note 36(D).

The following table sets out the allocation of assets and liabilities to non-trading portfolios. The Company

does not allocate the assets and liabilities to trading portfolios.

Market risk measure

Note As at

March 31, 2019

As at

March 31, 2018

As at

April 1, 2017

170 of 187

35.

D. Capital management

i Regulatory capital

Amt. in lakh

As at

March 31,

2019

As at

March 31,

2018

As at

April 1,

2017

Ind AS Ind AS Ind AS

38,802 35,576 35,576

22,029 15,265 15,265

14,898 8,242 3,820

5,279 3,235 1,654

special reserve u/s 36 (1) (viii) 5,105 3,591 1,930

15 3 -

Less

(269) (49) (31)

(95) (107) (17)

(1,527) (837) (625)

Tier I Capital 84,237 64,919 57,572

Subordinate Debt - - -

Standard Asset prov'n 2,156 1,461 1,045

Perpetual debt - - -

Tier II Capital 2,156 1,461 1,045

Tier I + Tier II Capital 86,393 66,380 58,617


The Reserve Bank of India (RBI) sets and monitors capital adequacy requirements for the Company from time to

time.

The Company's regulatory capital consists of the sum of the following elements.

Tier 1 Capital includes:

1) ordinary share capital,

2) securities premium account,

3) retained earnings,

4) special reserve

5) retained earnings

6) general reserve

Tier 1 Capital does not include:

a) unrealised fair value gain booked for financial instruments measured at fair value through profit and loss

statement; and

b) shares option outstanding account;

c) Remeasurement gain/loss of defined employee benefit plans

d) Fair value gain / (loss) on Financial Assets carried at FVTOCI

Following items are deducted from Tier I

a) Intangibles

b) Deferred revenue expenditure for raising borrowings

c) Deferred tax assets

d) Prepaid expenses and unamortised direct sourcing cost

Tier II capital includes

1) subordinated debt

2) impairment allowance provisioning for stage 1 and stage 2 financial assets to the extent the same does not

exceed 1.25% of Risk weighted assets (standard asset provisions)

3) perpetual debt to the extent not eligible for Tier I.

Tier 1 capital

Ordinary share capital

Securities premium reserve

Retained earnings

-Deferred Tax Asset

The Company has complied with the minimum stipulated capital requirements for Tier I and Tier II as applicable

for the relevant financial years as per regulatory norms.

The Board of Directors (BOD) has authorised the Asset and Liability Management Committee (ALCO) to review

the Capital requirement. Treasury team closely monitors the Tier I and Tier II capital requirement of the Company

and reports to ALCO. The Company endeavour to maintain a balance between ensuring high level of return on

capital employed and securing strong capital base.

special reserve u/s 45 IC

general reserve

-Deferred Revenue Expenditure

-Prepaid Expenses

171 of 187

36. Financial risk management

A. Introduction and overview;

Financial instruments of the Company has to credit risk, liquidity risk, market risks and operational risk.

1. The following chart provides a link between the Company’s business units and the principal risks that they are exposed

to:

2. Company’s Risk Management framework for measuring and managing risk:

i. Risk management framework:

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the risk management

framework.

Company

Treasury team

(monitor borrowings and investments)

Risk and Credit team

(Risk monitoring)

Liquidity Risk | Operating Risk |

Interest Rate Risk

Credit Risk

Operating Risk

172 of 187

The Board of Directors has constituted following committees and defined their role for monitoring the risk management

policies of the Company.

a) Finance and Asset Liability Supervisory Committee (ALCO): Review of the Asset and Liability position, liquidity risk

and market risk of the Company.

b) Risk Management Committee: Review of the credit risk, operational risk and fraud risk management of the Company.

Operational risk management committee(ORMC) reviews operational risk as per the Operational risk management

framework. Fraud risk management committee (FRMC) reviews matters of frauds committed by employee, customer

and vendors.

c) Credit Committee(CC): Review of the credit proposal of the Company and oversight of credit risk. A separate

Managing Credit Committee(MCC) reports to the Credit Committee, is responsible for managing the credit risk of the

Company.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set

appropriate risk limits and controls, and to monitor risks and adherence to limits. The risk management policies and

systems are reviewed regularly to reflect changes in the market conditions and the activities of the Company. The

Company, through its training and management standards and procedures, aims to develop a disciplined and constructive

control environment in which all employees understand their roles and obligations. The Risk Management Committee

oversees how the management monitors compliance with the risk management policies and procedures, and reviews the

adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is

assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and adhoc reviews of risk

management controls and procedures, the results of which are reported to the Audit Committee.

173 of 187

Sources of risk which the Company is exposed to and how the same is managed is illustrated in the table below:

Risk Exposure arising from Measurement Management

Credit risk Financial asset measured at

amortised cost.

Review of ageing analysis and credit

rating of the customer. Annual review

of the Customer account as per the

Credit monitoring policy of the

company.

Granularity of portfolio and

customer segment.

Liquidity risk Borrowings and other

liabilities

Rolling cash flow forecasts Availability of committed

bank lines and borrowing

facilities

Market risk –

interest rate

Long-term borrowings at

variable rates

Sensitivity analysis for rate sensitive

assets and liabilities

Managing the borrowing

mix between market and

bank borrowing.

The Company’s Credit risk and market risk management for lending business is carried out by the Credit and Risk

management team and the liquidity and market risk management for the sources of funds is carried out by a treasury

department as per the policies approved by the board of directors. Treasury identifies, evaluates and mitigates financial

risks in close co-operation with the Company’s operating units. ALCO provides written principles for overall risk

management, as well as policies covering specific areas, such as interest rate risk, use of derivative financial instruments

and investment of excess liquidity.

3) The Risk management approach of the Company for handling the various type of risks are as follows:

A) Credit risk;

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i) means the risk of loss that may occur from the failure of any party to abide by the terms and conditions of any

contract, principally the failure to make required payments of amounts due to us. In its lending operations, the

Company is principally exposed to credit risk.

ii. Management of Credit risk:

The credit risk is governed by the credit policy approved by the Credit Committee. The credit policy outlines the type of

products that can be offered, customer categories, the targeted customer profile, credit approval process and limits and

credit monitoring.

The Company measures, monitors and manages credit risk at an individual borrower level and at the group exposure level

for corporate borrowers. The Company has a structured and standardized credit approval process, which includes a well-

established procedure of comprehensive credit appraisal. The Credit monitoring team verifies adherence to the terms of the

credit approval prior to the commitment and disbursement of credit facilities and monitors deferral of the security

perfection. The Risk Management Policy addresses the recognition, measurement, monitoring and reporting of the Credit

risk.

The Company has additionally taken the following measures for risk management;

1) single party and group borrower limit.

2) establishment of a separate credit monitoring team to enhance focus on monitoring of borrowers and to facilitate

proactive action wherever required.

For risk management reporting purposes, the Company considers and consolidates all elements of credit risk exposure –

e.g. individual obligor default risk, customer type industry risk, market risk, geography risk and sector risk.

iii Governance framework of the company:

The role of the Managing Credit Committee encompasses the following activities:

175 of 187

a) formulating credit policies in consultation with business units, covering collateral requirements, credit assessment, risk

grading and reporting, documentary and legal procedures, setting and adherence to internal and regulatory threshold

limits and compliance with regulatory and statutory requirements;

b) establishing the authorisation structure for the approval and renewal of credit facilities. Authorisation limits are

allocated to business unit credit officers. Credit Committee (CC) approves loan proposal above threshold limit as per

the credit policy. Review and assessment of credit risk is done by the Credit Team. Risk team lays down policies for

risk management;

c) Renewal and review of the facility is subject to the same review process;

d) Limiting concentration of exposure to counterparty, geography and industry for loans and advances;

e) Developing and maintaining the Company's risk grading to categorise exposures according to the degree of risk of

default. The current risk grading framework of the company is based on the internal rating reflecting varying degrees of

risk of default and mapped to the external CRISIL ratings.

The responsibility for setting risk grades lies with the final approving executive or committee, as appropriate. Risk

grades are subject to regular reviews by Risk Management Committee;

The below table illustrates the varying degrees of risk of default associated within the respective risk grades for CSFD:

Internal rating

grades Ratings as per internal rating method Definition

Grade 1

AAA to A highest level of security is available. Account has satisfactory

performance

Grade 2 BBB | BBB- | BBB+ adequate level of security. Account has satisfactory performance

Grade 3 BB | BB+ | BB- Account has shown significant deterioration in performance

Grade 4 D Account has defaulted

176 of 187

f) Developing and maintaining the Company’s processes for measuring ECL for the Company for managing the following

requirements:

1) initial approval, regular validation and back-testing of the models used;

2) incorporation of forward-looking information;

3) reviewing compliance of business units with agreed exposure limits to products, state and sector;

4) regular reports on the credit quality of product portfolio are provided to Credit Committee, which may require

appropriate corrective action to be taken;

5) these include reports containing inputs, estimates and techniques of ECL allowances; and

6) providing advice, guidance and specialist skills to business units to promote best practice throughout the Company

in the management of credit risk.

7) assess criteria of staging of the assets under qualitative parameters.

Each business unit is required to implement Company’s credit policies and procedures, with credit approval authorities

delegated from the Credit Committee. Each business unit has a Chief Credit Risk Officer who reports on all credit-related

matters to Credit Committee and Chief Risk officer. Each business unit is responsible for the quality and performance of its

credit portfolio and for monitoring and controlling all credit risks in its portfolios, including those subject to approval of

Credit Committee. Regular audits of business units and credit processes are undertaken by Internal Audit.

iv. Credit Risk assessment methodology:

Credit management for Corporate Portfolio:

The Company has an established credit analysis procedure leading to appropriate identification of credit risk. Appropriate

appraisals have been established for various types of project finance loans. The methodology involves critical assessment

of quantitative and qualitative parameters subject to review and approval of Credit Committee.

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The Company carries out a detailed analysis of funding requirements, including normal capital expenses, long-term

working capital requirements and temporary imbalances in liquidity. Entire portfolio of loans are secured by a lien over

underlying project of the borrower.

Evaluation of Borrower risk is based on the following assessment:

1) the risks and prospects associated with the industry in which the borrower is operating (industry risk);

2) the financial position of the borrower by analysing the quality of its financial statements, its past financial

performance, its financial flexibility in terms of ability to raise capital and its cash flow adequacy (financial risk).

Project cash flows during the tenure of the loan and tail period are also considered;

3) the borrower’s relative market position and operating efficiency (business risk);

4) the quality of borrower and its group management by analysing their track record, payment record and financial

conservatism (management risk); and

5) the risks with respect to specific projects, both pre-implementation, such as construction risk and funding risk, as

well as post-implementation risks such as industry, business, financial and management risks related to the project.

(project risk).

Risk management and portfolio review:

The Company ensure effective monitoring of credit facilities through a risk-based asset review framework. The credit

monitoring team verifies adherence to the terms of the credit approval prior to the commitment and disbursement of credit

facilities. The credit monitoring team/operations team monitors compliance with the terms and conditions for credit

facilities prior to disbursement. It also reviews the completeness of documentation and creation of security for loans given.

The Managing Credit Committee (MCC), apart from approving proposals, regularly reviews the credit quality of the

portfolio and various sub-portfolios. A summary of the reviews carried out by the MCC is submitted to the Credit

Committee for its information.

178 of 187

B) Market risk;

Risk due to change in market prices – e.g. interest rates, equity prices, foreign exchange rates and credit spreads, but not

relating to changes in the obligor’s/issuer’s credit standing and will affect the Company's income or the value of its

holdings of financial instruments. The objective of the Company's market risk management is to manage and control

market risk exposures within acceptable parameters to ensure the solvency while optimising the return on risk.

The market risk in respect of changes in value in financial assets arising from changes in market credit spreads applied to

loans are monitored by the market risk officer.

ALCO sets up limits for each type of risk in aggregate and various products in the portfolio, with market liquidity being a

primary factor in determining the level of limits. The market risk officer is responsible for the development of detailed

market risk management policies & periodic review along with day to day implementation.

Exposure to Market Risk:

Interest rate risk:

Core business of the Company is borrowing and lending as permitted by the Reserve Bank of India, exposing us to interest

rate risk.

Interest rate risk is measured through earnings at risk from an earning perspective. The Company monitors the change in

economic value of equity arising out of 100 bps change in the interest rate. Further, an interest rate sensitivity gap report is

prepared by classifying all rate sensitive assets and rate sensitive liabilities into various time period categories according to

earliest of contracted/behavioural maturities or anticipated re-pricing date. The difference in the amount of rate sensitive

assets and rate sensitive liabilities maturing or being re-priced in any time period category, gives an indication of the extent

of exposure to the risk of potential changes in the margins on new or re-priced assets and liabilities. The Company monitor

interest rate risk through above measures on a monthly basis. The interest rate risk limits are approved by the ALCO.

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C. Liquidity risk;

A risk that the Company will encounter difficulty in meeting its day to day financial obligations.

Management of liquidity risk is done as follows;

i. ALCO sets the strategy for managing liquidity risk commensurate with the business objectives;

ii. ALCO has delegated the responsibility of managing overall liquidity risk and interest rate risk management to

Treasury.

iii. Treasury department manages the liquidity position on a day-to-day basis and reviews daily reports covering the

liquidity position of the Company. Treasury team ensures the regulatory compliance to the liquidity risk related

limits approved in the ALM policy by ALCO.

iv. The Company's approach to managing liquidity is to ensure sufficient liquidity to meet its liabilities when they are

due without incurring unacceptable losses or risking damage to the Company's reputation.

The key elements of the Company's liquidity risk management strategy are as follows:

1) Maintaining a diversified funding through market and bank borrowings resources such as debentures, commercial

papers, subordinated debt, perpetual debt, Intercorporate deposits (ICD’s), overdraft and bank term loans. Unused bank

lines constitute the main liquidity back up to meet the contingency funding plan. Additionally, based on Market scenario,

the company also maintains a portfolio of highly liquid mutual fund units.

2) Under the ALM guidelines, the dynamic liquidity statement and structural liquidity statement are being prepared on

monthly basis to monitor the maturity gaps in the Assets and Liabilities cash flows. We monitor the behavioural

characteristics of the Company's financial assets and financial liabilities while preparing the structural liquidity statement.

3) The company carries out stress testing of cash flows on periodic basis and shares the results with ALCO to gauge the

adequacy of liquidity.

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D. Operational Risk;

The risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel,

systems, and from external factors other than credit, compliance, reputation, market and liquidity risks.

The Company has a Board approved Operational Risk Management (ORM) framework. Ongoing monitoring of key risk

indicators (“KRI”) is done and corrective actions are implemented on KRI exceptions. ORMC meets periodically to review

the operational risk profile of the organisation.

Risks associated with frauds are mitigated through a Fraud Risk Management (FRM) framework. FRMC reviews matters

relating to fraud risk, including corrective and remedial actions as regards people and processes.

The parent of the Company has adopted “Framework for Improving Critical Infrastructure Cyber Security” published by

the National Institute of Standards & Technology (NIST) and comply with regulatory guidelines. Various measures are

adopted to effectively protect against phishing, social media threats and rogue mobile.

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37 Asset Liability Management

Maturity pattern of certain items of Assets and Liabilities (Based on RBI Guidelines)

For the year 2018-19

(Rs. in lakh)

ParticularsBorrowings

from Banks

Market

Borrowings

Foreign

Currency

Borrowings

Advances Investments

Foreign

Currency

Assets

1 day to 30/31 days (One month) 61,326 37,469 - 9,466 - -

Over One month to 2 months 14,400 2,500 - 10,167 - -

Over 2 months upto 3 months 15,458 57,086 - 14,459 - -

Over 3 months to 6 months 10,958 12,772 - 36,100 - -

Over 6 months to 1 year 27,667 23,711 - 90,052 - -

Over 1 year to 3 years 55,459 49,420 - 62,098 60 -

Over 3 years to 5 years 11,666 22,920 - 72,011 - -

Over 5 years - 25,602 - 196,627 - -

Total 196,934 231,480 - 490,980 60 -

For the year 2017-18

(Rs. in lakh)

ParticularsBorrowings

from Banks

Market

Borrowings

Foreign

Currency

Borrowings

Advances Investments

Foreign

Currency

Assets

1 day to 30/31 days (One month) 2,493 7,246 - 6,914 - -

Over One month to 2 months 27,400 27,508 - 6,391 - -

Over 2 months upto 3 months 5,333 - - 8,549 - -

Over 3 months to 6 months 965 7,368 - 23,294 - -

Over 6 months to 1 year 14,401 31,610 - 74,400 - -

Over 1 year to 3 years 26,333 80,776 - 57,138 41 -

Over 3 years to 5 years 3,125 1,500 - 41,191 - -

Over 5 years - 1,000 - 91,021 - -

Total 80,050 157,008 - 308,898 41 -

38 Capital to Risk Asset Ratio (CRAR)

ParticularsAs at March

31, 2019

As at March 31,

2018

As at March

31, 2018

Ind AS Ind AS IGAAP*

CRAR (%) 16.10% 18.28% 19.52%

CRAR - Tier I Capital (%) 15.70% 17.87% 19.15%

CRAR - Tier II Capital (%) 0.40% 0.40% 0.37%

Amount of Subordinated Debt raised as Tier II Capital Nil Nil Nil

Amount raised by issue of Perpetual Debt Instruments Nil Nil Nil

*Capital to Risk asset ratio as at March 31, 2018 has been calculated as per RBI norms basis Financial statements prepared under IGAAP.

Note : During the Financial Year 2017-18, the company has experienced significant prepayments hence ALM statement of March 2018 has been

prepared assuming the prepayment of Rs.77,100 lakhs which is ~25% of the book size of Rs.308,898 lakhs as on the ALM date. Major portion of

assumed prepayments have been considered in next one year.

Liabilities Assets

Note : During the Financial Year 2018-19, the company has experienced significant prepayments hence ALM statement of March 2019 has been

prepared assuming the prepayment of Rs.123,000 lakhs which is ~25% of the book size of Rs.490,980 lakhs as on the ALM date. Major portion of

assumed prepayments have been considered in next one year.

Liabilities Assets

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39

Liabilities Side:

(Rs. in lakh)

Particulars

As at March 31,

2019

As at March 31,

2018

As at March

31, 2019

As at March

31, 2018

a) Debentures:

(other than those falling within the meaning of public deposit)

- Secured 82,602 87,344 - -

- Unsecured - - - -

b) Deferred Credits - - - -

c) Term Loans 166,151 85,168 - -

d) Inter-corporate loans and borrowing 39,694 6,375 - -

e) Commercial Paper 48,865 35,518 - -

f) Other loans - - - -

g) Loan from Bank - - - -

- Working Capital Demand Loan 76,909 17,400 - -

- Overdraft 18,433 10,003 - -

Assets side: (Rs. in lakh)

Particulars

2018-19 2017-18

(other than those included in (3) below)

- Secured 490,980 308,898

- Unsecured - -

a) Lease assets including lease rentals under sundry debtors:

- Financial Lease - -

- Operating Lease - -

b) Stock on hire including hire charges under sundry debtors

- Assets on hire - -

- Repossessed assets - -

c) Other loans counting towards Asset Financing Company activities

- Loans where assets have been repossessed - -

- Other loans - -

4) Break up of Investments

Current Investments:

a) Quoted:

- Shares: Equity - -

Preference - -

- Debentures and Bonds - -

- Units of Mutual Funds - -

- Government Securities - -

- Others - -

b) Unquoted:


Preference - -




- Others (Pass through certificate) - -

Long-Term Investments: - -

a) Quoted:

- Shares: Equity (Net of provision) - -

Preference - -




- Others - -

b) Unquoted: - -


Preference - -


- Units of Mutual Funds 60 41


- Others - -

Amount Outstanding

Disclosure of details as required by Revised Para 18 of the Non Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit

taking Company (Reserve Bank) Directions, 2016, earlier Para 13 of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007.

Amount Outstanding Amount Overdue

1) Loans and advances availed by NBFC inclusive of interest accrued thereon but not

paid

2) Break up of loans and advances including bills receivables

3) Break up of Leased Assets and stock on hire and other assets counting towards AFC activities

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5) Borrower group-wise classification of assets financed as in (2) and (3) above

(Rs. in lakh)

Particulars

2018-19 2017-18 2018-19 2017-18 2018-19 2017-18

- - - - - -

- - - - - -

- - - - - -

490,980 308,898 - - 490,980 308,898

TOTAL 490,980 308,898 - - 490,980 308,898

(Rs. in lakh)

Particulars

2018-19 2017-18 2018-19 2017-18

a) Related parties

i) Subsidiaries - - - -

ii) Companies in the same group - - - -

iii) Other related Parties - - - -

b) Other than related parties 60 41 60 41

TOTAL 60 41 60 41

a) Companies in the same group have been considered to mean companies under the same management as per Section 370(1B) of the Companies Act, 1956.

7) Other Information

(Rs. in lakh)


a) Gross Non-Performing Assets

1) Related parties - -

2) Other than related parties - -

b) Net Non-Performing Assets

1) Related parties - -

2) Other than related parties - -

c) Assets acquired in satisfaction of debt - -

6) Investor group-wise classification of all investments (current and long-term) in shares and securities (both quoted and unquoted)

Market Value/Break up or fair

value or NAV

Book Value

(Net of Provisions)

b) Other than related parties

Total

a) Related parties

(i) Subsidiaries

(ii) Companies in the same group

Amount net of provisions

Secured Unsecured

(iii) Other related parties

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40

(i) Registration

Issuing Authority Registration

No., if any

Date of

registration

Valid

upto

Reserve Bank of India N-13.02032 19-Oct-12 -

(ii) Ratings assigned by credit rating agencies and migration of ratings during the year

(i) Rating Assigned to

(ii) Date of Rating

(iii) Rating Valid up to

(v) Rating of products

(a) Commercial Paper

(b ) Debentures

(c) Bank Loan Facility

(iii) Penalties levied by RBI

RBI has not levied any penalties on the Company during the year.

(iv)

As on March 31, 2019 Rs. 43,651 lakh (Previous year : Rs.68,765 lakh)

Less than one year : Rs. 5,654 lakh (Previous year : Rs.5,601 lakh)

More than one year : Rs. 37,997 lakh (Previous year : Rs.63,164 lakh)

(v) Provisions and Contingencies (Rs. in lakh)

2018-19 2017-18

Provisions for depreciation on investment - -

Provision towards NPA - -

Provision towards restructured standard assets - -

Provision made towards Income tax 3,519 3,228

Other provision and contingencies (with details) - -

Provision for standard assets (Stage I & II) 798 520

Total 4,317 3,748

Current year CRISIL AAA/Stable

Previous year CRISIL AA+/Stable

Registered as

NBFC-ND-SI converted to

NBFC- IFC w.e.f 15 Oct

2015

Commercial Papers, Debentures & Bank Loan facility

CRISIL : March 14, 2019 | CARE : August 17, 2018 | ICRA : August 29, 2018

Till the date of reaffirmation

CRISIL Limited (CRISIL), Credit Analysis and Research Limited (CARE),

ICRA Limited (ICRA)

CRISIL A1+, ICRA A1+

As per RBI Notification No. DNBR. 019/CGM (CDS)-2015 dated April 10, 2015, Additional Disclosures are

required in the Annual Financial Statements as follows

(iv) Name of the Rating Agency

Current year CRISIL AAA/Stable, CARE AAA:Stable

Previous year CRISIL AA+/Stable , CARE AA+/Stable

Off Balance Sheet Exposure as on March 31, 2019 is as follows:

a) Undrawn Commitment given to the Borrower

b) Financial and Other Guarantees Rs. 12,994 lakh (Previous year : Rs. 20,972 lakh)

Break up of 'Provisions and Contingencies' shown under the head Expenditure in

Statement of Profit and Loss

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(vi) Concentration of Advances & Exposures as per Para 24 of the RBI Norms stood as follows:

Advances# (Rs. In lakh)

2018-19 2017-18

206,075 176,465

42.0% 57.1%

# Includes Loans, Advances & Credit Substitutes

Exposure * (Rs. In lakh)

2018-19 2017-18

229,100 199,243

37.5% 54.3%

* Includes Loans, Advances, Credit Substitutes and loan sanctioned but partly disbursed

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

(xiv)

(xv)

Percentage of advances to twenty largest borrowers to total advances of the NBFC

Particulars

Total advances to twenty largest borrowers

The disclosure of the Concentration of Deposits taken is not applicable since the Company is not in the business of

accepting deposits being a Systemically Important Non Deposit Accepting NBFC.

Particulars

Total advances to twenty largest borrowers

Percentage of exposures to twenty largest borrowers to total exposure of the NBFC

The Company has Rs. Nil exposure to Non Performing Assets (NPAs). Accordingly the disclosure on "Concentration

of NPAs" and "Sector wise NPAs" are not applicable

The Company does not have any Joint Ventures and Subsidiaries abroad. The Company has not sponsored any SPVs.

Accordingly there is no disclosure applicable

The Company had Nil complaints at the beginning of the year. No complaints were received during the year.

The Company has not done any Securitisation during the financial year. ( Previous Year: Nil)

No parent company products are financed during the year ( Previous Year Nil)

The Exposure to a single borrower does not exceed the limit stipulated by the RBI Concentration norms applicable to

NBFCs for the current year.

During the previous financial year, the holding companies of multiple obligors of Tata Cleantech Capital Limited

(hereinafter ‘the Company’) became part of the same group pursuant to consolidation activities in the Industry. The

aggregated exposures of the obligors exceeded the group borrower limits of the Company as at March 31, 2018. The

Company had informed RBI of such excess resulting from the events beyond its control and sought a time limit of 18

months to regularize the same.

The Exposure to unsecured advances is Rs. NIL (Previous Year Rs. Nil) constituting 0% of the Gross Loans and

Advances.

Since the Company does not have significant uncertainties pending resolutions as at March 31, 2019, revenue

recognition has not been postponed.

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(xvi)(Rs. In lakh)

2018-19 2017-18

(i) 0% 0%

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

- -

(xvii)

41

42

In terms of our report attached For and on behalf of Board of Directors

For B S R & Co LLP Vittaldas Leeladhar Rajiv Sabharwal

Chartered Accountants (Chairman) (Director)

Firms Registration No- 101248W/W-100022 DIN: 02630276 DIN: 00057333



Membership No : 046882 DIN: 00059330 DIN: 00296388

Manish Chourasia Behzad Bhesania

Place : Mumbai (Managing Director) (Chief Financial Officer)

Date : April 30, 2019 DIN: 03547985

NPA Movement during the year

Particulars

Net NPAs to Net Advances (%)

(ii) Movement of NPAs (Gross)

(a) Opening Balance

(b) Additions during the year

(c) Reductions during the year

(d) Closing balance

(iii) Movement of provisions for NPAs (excluding provisions on standard assets)

(a) Opening Balance


(c) Write-off / write-back of excess provisions

(d) Closing balance

There were no unhedged foreign currency transactions during current year.

The Company has reported frauds aggregating Rs.Nil (Previous year : Rs. Nil) based on management reporting to risk

committee and to the RBI through prescribed returns.

(iv) Movement of Net NPAs

(a) Opening Balance


(c) Reductions during the year

(d) Closing balance

No exposure to Capital market during the year. (Previous year Nil)

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TATA CLEANTECH CAPITAL LIMITED Annual Report 2018-19

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